Terms of Use

Effective Date: 10 July 2024

Welcome to fucimo.com (the "Website"). This Terms of Use Agreement (the "Agreement") is made and entered into by and between you and Fucimo, Inc., (the "Company", "us", "we", or "our"). This Agreement sets forth the terms and conditions that govern your use of and access to the Website, software, mobile application and any products, materials, and services provided by or on the Website (collectively, the "Services").

Fucimo is a software as a service (SaaS) platform tailored for companies, creators, and individuals to sell ads and sponsorships, as well as to create, manage, and analyze advertising campaigns. Our platform offers a comprehensive suite of tools designed to streamline the entire advertising process, from listing ad spaces and securing sponsorships to tracking performance and optimizing results.

1. Acceptance of this Agreement

1.1. Acceptance Through Using or Accessing the Services

Please review the following terms carefully. By accessing or using the Services (or by clicking on "accept" or "agree" to this Agreement when prompted), you agree to be bound by the terms and conditions of this Agreement on behalf of yourself or the entity or organization that you represent. If you do not agree to the terms and conditions of this Agreement, you may not use or access the Services and must exit the Website immediately.

1.2. Eligibility Requirements to Use or Access the Services

To use the Website or any other Services, you must be (i) at least 18 years old, (ii) not a competitor of or using the Services for purposes that are competitive with the Company.

By accessing or using the Services, you represent and warrant that you meet all the foregoing eligibility requirements. You also represent and warrant that you have the right, authority, and capacity to enter into this Agreement on your behalf or the entity or organization that you represent. If you do not meet all these requirements, you may not use or access the Services.

1.3. Changes to this Agreement

The Company reserves the right to change this Agreement from time to time in its sole discretion without notice to you. The latest version of the Agreement will be posted on the Website and should be reviewed prior to accessing or using the Services. All changes will be effective immediately when posted on the Website and will apply to your use of and access to the Services from that point onward.

2. Access to the Services

(a) Changes to Your Access and the Services

The Services may change from time to time as the Company evolves, refines, or adds more features to the Services. The Company reserves the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time without notice to you. You agree that the Company shall have no liability to you or any third party for any losses or damages caused by the Services not being available, in whole or in part, at any time or for any period.

(b) Creating an Account

You may be required to register for an account and provide certain information about yourself to access the Services or certain features of the Services. You promise to provide us with accurate, complete, and updated information about yourself. The Company may have different types of accounts for different users. If you connect to any Services with a third-party service, you grant us permission to access and use your information from such service as permitted by that service to store your login credentials for that service. All information that you provide will be governed by our Privacy Policy. You consent to all actions that we may take with respect to your information consistent with our Privacy Policy. The first user of the Account is automatically assigned as the Account administrator (the "Admin")

(c) User Verification

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. In the event that you or the Admin lose access to an account or otherwise request information about an account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such account. Fucimo reserves the right to deny access to the account if sufficient verification is not provided.

(d) Account Responsibilities.

You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities associated with your account. Your account is personal to you and you agree not to provide any other person with access to the Services or any portions of it using your username, password, or other security information. You should ensure that you exit from your account at the end of each session. You should use extra caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may not transfer your account to anyone else without our prior written permission. You agree to notify the Company immediately of any actual or suspected unauthorized use of your account or any other breach of security. The Company will not be liable for any losses or damages arising from your failure to comply with the above requirements. You will be held liable for losses or damages incurred by the Company or any third party due to someone else using your account or password.

(e) Types of Users.

There are several types of account users, such as personal and team members, all of whom are defined within the Service and referred to herein as "Authorized Users", and collectively with the Admin, the "Users". The features and functionalities available to the Users are determined by the respective subscription plan governing such account, and the privileges of each such Authorized User are assigned and determined by the Account Admin(s).

(f) Termination or Deletion of an Account.

The Company shall have the right to suspend or terminate your account at any time in our sole discretion for any or no reason, including if we determine that you have violated any terms or conditions of this Agreement. You may delete your account at any time, for any reason, by following the instructions on the Website. An Admin may delete a related Authorized User at its own discretion.

(g) General Practices Regarding Use and Storage

You acknowledge that Fucimo may establish general practices and limits concerning the use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Fucimo's servers on your behalf. You agree that Fucimo has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service.

How Fucimo Works

3.1. Overview

Fucimo is a software as a service (SaaS) platform designed to help companies, creators, and individuals manage their advertising efforts, including selling ads and sponsorships, and creating, managing, and analyzing advertising campaigns.While the Services facilitate these activities, we are not a party to the transactions between users, nor are we involved in the negotiation, quality, or outcome of the ads and sponsorships sold through the platform, except as otherwise set forth in the Agreement.

3.2 Use of the Service

The "Service" is a platform for content creators, companies, and individuals (“Users”) to monetize their digital goods, content, services, and ads and sponsorships opportunities (“Opportunities”). It allows their followers, fans, and customers (“Customers”) to purchase such services using the Fucimo platform.

3.3 Platform Functionality

Fucimo provides a platform for Users to manage and streamline the administrative aspects of their business, offering a user-friendly interface for Customers to purchase services. Fucimo is not involved in the transactions regarding the sale of services facilitated through the platform. Fucimo is neither the creator nor the owner of the Opportunities listed on or made available through the Services.

Users are solely responsible for ensuring that any Opportunities made available through the Services comply with all applicable laws, rules, and regulations, and that the Opportunities described by Users are delivered accurately and satisfactorily. Fucimo has no control over and does not guarantee:

(a) the existence, quality, safety, suitability, or legality of Opportunities made available through the Services; (b) the truth or accuracy of Users’ descriptions of the Opportunities made available on or through the Services; (c) the ability of Users to fulfill purchases as made available through the Services; (d) the ability of Customers to pay for purchases as made through the Services; (e) that Users or Customers will actually complete a transaction through the Services; (f) the safety, suitability, or legality of communications of Users, whether in public or private, via online or offline interactions.

3.4 User Membership and Payment Plans

When you sign up as a User, you will be required to select a membership tier and a payment plan. You agree to pay Fucimo the amount specified in the payment plan in accordance with the terms of that plan and these Terms of Service. By signing up, you authorize Fucimo to bill your payment method in advance on a periodic basis as described in our Payments and Fees section below. We reserve the right to change prices and/or fees for membership, as further detailed in the Payments and Fees section.

3.5 User Subscription Benefits

We offer certain access and benefits to users who have signed up for an account or subscription. Please email hello@fucimo.com for information about subscriptions, including our current benefits and monthly fees. From time to time, we may offer different subscription tiers, and the fees for such memberships may vary. The access and benefits may change over time as we operate the subscription program. We reserve the right to modify, suspend or discontinue, temporarily or permanently, any subscription benefits or access from time to time with prior notice to you. Any subscription fees or other fees charged to you are non-refundable except as expressly set forth in these Terms of Service. We reserve the right to accept or refuse subscribers at our discretion.

UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE MEMBERSHIP FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU. YOU MAY CANCEL ANY TIME BY VISITING YOUR ACCOUNT AND CLICKING SETTINGS > CANCEL SUBSCRIPTION.

3.6 General Terms Regarding Payment and Fees

Users must select a subscription plan and provide Fucimo with accurate payment information. By doing so, you authorize Fucimo to charge your payment method on a recurring basis according to the subscription terms. You represent and warrant that the provided payment information is accurate and that you are authorized to use the payment instrument. You agree to promptly update your account information with any changes, such as billing address or credit card expiration date.

If you dispute any charges, you must notify Fucimo within sixty (60) days after the charge date. Fucimo reserves the right to change prices, providing notice of the change on the Site or via email at least 30 days before the change takes effect. Continued use of the Service after the price change constitutes your agreement to pay the new amount. You are responsible for all taxes associated with the Services, except U.S. taxes based on Fucimo's net income.

If all eligible payment methods on file are declined or your payment otherwise fails, Fucimo may cancel or revoke your access to the Services. We may contact you to provide a new eligible payment method before canceling your subscription. If you provide a new eligible payment method and are successfully charged, your new membership period will be based on the original renewal date, not the date of the successful charge. If you contact your bank or credit card company to decline or reverse the charge, we may revoke your access to the Services entirely.

3.7. Payment Processors

If you are billed by us, you will be required to provide information regarding your credit card or other payment instrument to our third-party payment processors (the “Payment Processors”). Fucimo currently uses Stripe (https://stripe.com/) as its Payment Processor but reserves the right to change Payment Processors. You will tender payment to the applicable Payment Processor. Fees for the Service will be processed by the applicable Payment Processor. You are bound by the applicable Payment Processor’s terms and conditions for the processing of payments, as the same may be modified by such Payment Processor from time to time (collectively, the “Payment Processor Terms”). Information provided to any Payment Processor is governed by the applicable Payment Processor Terms. Stripe’s Payment Processor Terms are comprised of Stripe’s Connected Account Agreement, located at https://stripe.com/connect-account/legal, which includes the Stripe Services Agreement located at https://stripe.com/legal and Stripe’s Global Privacy Policy located at https://stripe.com/privacy. We are not responsible for the performance of any Payment Processor, including Stripe.

4. Non-circumvention

You agree to use Fucimo as your exclusive method to make payments for any services facilitated through the platform, and not to circumvent the payment methods offered on Fucimo. This non-circumvention requirement applies to all Users. Without derogating from the generality of the above, you may not offer or solicit (or accept any offer or solicitation from) any parties introduced through Fucimo to contract, engage with, or pay outside of Fucimo.

You agree to notify us immediately if any party proposes making payments other than through the Fucimo platform. You acknowledge and agree that a violation of this non-circumvention requirement is a material breach of this Agreement and may lead to a permanent suspension of your account.

In light of the difficulties in measuring or estimating the damage which may be incurred by us as a consequence of any non-circumvention breach, you hereby agree to pay us liquidated damages in the amount of US$10,000 (the "Liquidated Damages") if Fucimo determines, in its sole discretion, that you have violated this Non-Circumvention Section. You acknowledge and agree that the Liquidated Damages are a reasonable approximation of such damages and do not constitute a penalty.

Fucimo may, to the maximum extent permitted by law: (i) withdraw funds from your account on the Services and/or charge your payment method to recover the Liquidated Damages, or send you an invoice for the Liquidated Damages, which you agree to pay within 30 days; and (ii) charge you (in the same manner) for all reasonable expenses, including attorneys' fees, related to investigating such breach and collecting such fees.

5. Confidentiality

5.1. Confidential Information; Nondisclosure

During the Term, each party hereto (the "Disclosing Party") may disclose to the other party (the "Receiving Party") information in connection with the performance of this Agreement, including without limitation technical data, trade secrets, plans for products or services, client or supplier lists, marketing plans, software, source code for software, financial documents or data, inventions, processes, technology, designs, or any other information which by its nature or the context of its disclosure should reasonably be understood to be confidential ("Confidential Information"). The Receiving Party shall use the Confidential Information of the Disclosing Party solely to perform their obligations under this Agreement. All Confidential Information shall remain the sole property of the Disclosing Party.

The Receiving Party shall hold the Confidential Information in strict confidence and shall not disclose any Confidential Information (including methods or concepts utilized in the Confidential Information) to anyone without the express written consent of the Disclosing Party, except to employees, contractors, or agents to whom disclosure is necessary to perform this Agreement and who have executed a confidentiality agreement with the Receiving Party or are otherwise bound by a duty of confidentiality, requiring them to maintain the confidentiality of the Confidential Information. Each party shall use the same care to maintain the confidentiality of the Confidential Information as it uses to protect its confidential information of a similar nature, which shall be no less than reasonable care.

The parties acknowledge that the remedy at law for any breach or threatened breach of the provisions of this Section 7 shall be inadequate. Therefore, the non-breaching party, in addition to any other remedy available at law, in equity, or under this Agreement, shall be entitled to obtain injunctive relief without proof of irreparable injury and without posting bond.

5.2. Confidential Information Exclusions

Notwithstanding the foregoing, the Receiving Party shall have no obligation under this Agreement with respect to any Confidential Information disclosed to it which:

(a) the Receiving Party can demonstrate was already known to it at the time of its receipt hereunder;

(b) is or becomes generally available to the public other than by means of the Receiving Party's breach of its obligations under this Agreement;

(c) is independently obtained from a third party whose disclosure violates no duty of confidentiality;

(d) is independently developed by or on behalf of the Receiving Party without use of or reliance on any Confidential Information furnished to it under this Agreement, and such independent development can be reasonably evidenced by the Receiving Party; or

(e) is disclosed pursuant to applicable law or regulation or by operation of law, provided that the Receiving Party may disclose only such information as is legally required, and provided further that the Receiving Party shall provide reasonable notice to the Disclosing Party of such requirement and a reasonable opportunity to object to such disclosure.

6. Policy for Using the Services

6.1. Prohibited Uses

You may use the Services for lawful purposes only and in accordance with this Agreement. You agree not to use the Services in any way that could damage the Services or general business of the Company. You may use the Services for any business or commercial purposes.

6.2. Geographic Restrictions

The Company is based in the United States. While the Services are designed to be accessible globally, it is the responsibility of Users to ensure compliance with local laws when accessing and using the Services from outside the United States. The Company makes no representations that the Services or any of its content are accessible or appropriate outside of the United States.

6.3 Anti-Spam Compliance

By using the Services, you agree to comply with the U.S. CAN-SPAM Act, Canada’s Anti-Spam Law (CASL), and any other applicable laws and regulations in relation to all commercial electronic messages sent by you or on your behalf through Fucimo.

7. Intellectual Property Rights

7.1. License to Use the Services

During the Term of this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use and access the Services for business or commercial purposes in accordance with this Agreement. The Services and content provided with Opportunities (“Content”) may not be used for any other purpose. This license will terminate upon your cessation of use of the Services or at the termination of this Agreement.

7.2. Certain Restrictions

The rights granted to you in this Agreement are subject to the following restrictions:

7.3. Trademark Notice

All trademarks, logos, and service marks displayed on the Services are either the Company's property or the property of third parties. You may not use such trademarks, logos, or service marks without the prior written consent of their respective owners.

7.4. Ownership of Company Content

You acknowledge that all intellectual property rights, including copyrights, trademarks, trade secrets, and patents, in the Services and its contents, features, and functionality (collectively, the "Company Content"), are owned by the Company, its licensors, or other providers of such material. The Content is protected by U.S. and international intellectual property or proprietary rights laws. Neither this Agreement nor your access to the Services transfers to you any right, title, or interest in or to such intellectual property rights. Any rights not expressly granted in this Agreement are reserved by the Company and its licensors.

8. User Content

8.1. User Generated Content

The Services may contain message boards, chatrooms, profiles, forums, and other interactive features that allow users to post, upload, submit, publish, display, or transmit to other users or other persons content or materials (collectively, "User Content") on or through the Services.

You are solely responsible for your User Content. Please consider carefully what you choose to share. All User Content must comply with the Content Standards set forth below. Any User Content you post on or through the Services will be considered non-confidential and non-proprietary. You assume all risks associated with the use of your User Content. This includes any disclosure of your User Content that personally identifies you or any third party. It is your responsibility to review any User Content transferred to you from another User to ensure it is free from malware or computer viruses, and that it is accurate, complete, reliable, and appropriate. You agree that the Company shall not be responsible or liable to any third party for any User Content posted by you or any other user of the Services.

You further agree that the Company shall not be responsible for any loss or damage incurred as the result of any interactions between you and other users. Your interactions with other users are solely between you and such users. If there is a dispute between you and any other user, we are under no obligation to become involved.

8.2. License

You hereby grant to the Company an irrevocable, non-exclusive, royalty-free and fully paid, transferable, perpetual, and worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, in connection with the Services and the Company's business including, without limitation, for promoting and redistributing part or all of the Services in any media formats and through any media channels.

You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any User Content that you submit. You hereby irrevocably waive all claims and have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary rights in any communication, content, or material submitted to us. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to any User Content that contains any personally identifiable information.

8.3. Content Standards

You agree not to send, knowingly receive, upload, transmit, display, or distribute any User Content that does not comply with the following standards ("Content Standards"). User Content must not:

8.4. Monitoring and Enforcement

We reserve the right at all times, but are not obligated, to:

8.5. Copyright Infringement (Digital Millennium Copyright Act Policy)

The Company respects the intellectual property of others and expects users of the Services to do the same. It is the Company's policy to terminate the users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that your work has been copied in a way that constitutes copyright infringement and wish to have the allegedly infringing material removed, please provide the following information in accordance with the Digital Millennium Copyright Act to our designated copyright agent:

Please note that pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys' fees incurred by us in connection with the written notification and allegation of copyright infringement.

8.6. Feedback to the Company

If you provide the Company with any feedback or suggestions regarding the Services ("Feedback"), you hereby assign to the Company all rights in such Feedback and agree that the Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The Company will treat any Feedback that you provide to the Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

9. Assumption of Risk

The information presented on or through the Services is made available for general information purposes only. The Company does not warrant the accuracy, completeness, suitability, or quality of any such information. Any reliance on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such information by you or any other user to the Services, or by anyone who may be informed of any of its contents.

10. Privacy

For information about how the Company collects, uses, and shares your information, please review our Privacy Policy. You agree that by using the Services you consent to the collection, use, and sharing (as set forth in the Privacy Policy) of such information. The Children's Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years old. We do not knowingly collect or solicit personally identifiable information from children under 13 years old. If you are a child under 13 years old, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13 years old, we will delete that information as quickly as possible. If you believe that a child under 13 years old may have provided us personal information, please contact us.

11. Third-Party Links and Ads

The Services may contain links to third-party websites, resources, and services, as well as advertisements (collectively, "Third-Party Links"). Third-Party Links are provided for your convenience only. The Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. The Company has no control over the contents, products, or services of any Third-Party Link and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any Third-Party Link, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Link. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with any Third-Party Link.

12. Termination

12.1. Termination

The Company may suspend or terminate your access or rights to use the Services at any time, for any reason, in our sole discretion, and without prior notice, including for any breach of the terms of this Agreement. Upon termination of your access or rights to use the Services, your right to access and use the Services will immediately cease. The Company will not have any liability whatsoever to you for any suspension or termination of your rights under this Agreement, including for termination of your account or deletion of your User Content. If you have registered for an account, you may terminate this Agreement at any time by following the instructions on the Website to delete your account.

12.2. Effect of Termination.

Upon termination of this Agreement, any provisions that by their nature should survive termination shall remain in full force and effect. This includes, without limitation, ownership or intellectual property provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Services shall not relieve you of any obligations arising or accruing prior to termination or limit any liability that you otherwise may have to the Company or any third party. You understand that any termination of your access to and use of the Services may involve deletion of your User Content associated with your account from our databases.

13. No Warranty

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, COMPLETE, OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, DATA, OR OTHER PROPRIETARY MATERIAL THAT MAY RESULT FROM YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR THIRD-PARTY LINKS, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES OR ANY OTHER USER. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

14. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES, ANY THIRD-PARTY LINK, OR ANY CONTENT ON THE SERVICES OR SUCH THIRD-PARTY LINK, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") from and against any and all losses, claims, actions, suits, complaints, damages, liabilities, penalties, interest, judgments, settlements, deficiencies, disbursements, awards, fines, costs, fees, or expenses of whatever kind, including reasonable attorneys' fees, fees and other costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or relating to your breach of this Agreement or your use or misuse of the Services including, but not limited to, your User Content or any actions taken by a third party using your account. The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to assist and cooperate with our defense or settlement of these claims.

16. Disputes

16.1. Governing Law

All matters relating to this Agreement, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any conflict of law principles.

16.2. Dispute Resolution

Any action or proceeding arising out of or related to this Agreement or the Services shall be brought only in a state or federal court located in the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You hereby irrevocably submit to the jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venues.

At the Company's sole discretion, it may require any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, to be submitted to and decided by a single arbitrator by binding arbitration under the rules of the American Arbitration Association in Delaware. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction by either party. The prevailing party in the arbitration proceedings shall be awarded reasonable attorneys' fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise.

All arbitrations shall proceed on an individual basis. You agree that you may bring claims against the Company in arbitration only in your individual capacities and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. Notwithstanding anything to the contrary under the rules of the American Arbitration Association, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

16.3. Limitation to Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY WAIVED AND BARRED.

16.4. User’s Liability

In the event that a User marks a task, project, or any commitment as complete, but has not, in fact, fulfilled their obligations under their agreement with another User, the User shall be in breach and liable for any damages resulting from such breach.

17. Miscellaneous

17.1. Marketing of Future Services

You agree that we may use you and / or your company's name, likeness and logo in our promotional materials including, but not limited, to inclusion on the Website and Services. You hereby grant a perpetual worldwide license to use your name, likeness, logo, trademarks and general description of Services provided under this Agreement for the exclusive purpose of marketing our Services in any media now know or hereafter devised.

17.2. Waiver

Except as otherwise set forth in this Agreement, no failure of the Company to exercise, or delay by the Company in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17.3. Severability

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17.4. Entire Agreement

This Agreement, together with all documents referenced herein, constitutes the entire agreement between you and the Company with respect to the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.

17.5. Headings

Headings and titles of sections, clauses, and parts in this Agreement are for convenience only. Such headings and titles shall not affect the meaning of any provisions of the Agreement.

17.6. No Agency, Partnership or Joint Venture.

No agency, partnership, or joint venture has been created between you and the Company as a result of this Agreement. You do not have any authority of any kind to bind the Company in any respect whatsoever.

17.7. Assignment

You shall not assign or delegate any of your rights or obligations under this Agreement without the prior written consent of the Company. Any purported assignment or delegation in violation of this Section shall be deemed null and void. No assignment or delegation shall relieve you of any of your obligations hereunder. The Company may freely assign or delegate its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the parties hereto and their respective successors and assigns.

17.8. Export Laws

The Services may be subject to U.S. export control laws and regulations. You agree to abide by these laws and their regulations (including, without limitation, the Export Administration Act and the Arms Export Control Act) and not to transfer, by electronic transmission or otherwise, any materials from the Services to either a foreign national or a foreign destination in violation of such laws or regulations.

18. Contact Information

All notices of copyright infringement claims should be sent to the designated copyright agent as provided in Section 8. All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to support@fucimo.com.

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