Terms of Service Agreement
This agreement contains disclaimers of warranties, limitations on liability, releases, a class-action waiver, and the requirement to arbitrate all claims that may arise under this agreement. These provisions are an essential basis of this agreement.
1. Acceptance of Agreement
This is an agreement between Free Speech Coalition, Inc., a California nonprofit corporation (the “Company”), the owner and operator of www.freespeechcoalition.com (the “Site”), and you, a user of the Site. By using Site you agree to this agreement. If you choose to not agree with this agreement, you must not use the Site.
2. Changes to Agreement
2.1. Right to Change Agreement
The Company may change this agreement (the “Updated Agreement”) on one or more occasions.
2.2. Notice of Updated Agreement
Unless the Company makes a change for legal or administrative reasons, the Company will provide reasonable notice before the Updated Agreement becomes effective. You acknowledge that the Company may notify you of the Updated Agreement by posting it on the Site.
2.3. Acceptance of Updated Agreement
Your use of the Site after the effective date of the Updated Agreement constitutes your agreement to the Updated Agreement. You should review this agreement and any Updated Agreement before using the Site.
2.4. Effective Date of Updated Agreement
The Updated Agreement will be effective as of the time of posting, or any later date as may be stated in the Updated Agreement, and will apply to your use of the Site from that point forward, except that changes will not apply to continuing disputes or disputes arising out of or relating to events happening before the effective date of the Updated Agreement.
3. Use of Site
During this agreement, the Company hereby grants you a nonexclusive, nontransferable license to access the Site for your use in accordance with this agreement. You will not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site.
3.2. Intellectual Property Rights
The Site and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other provides of the material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Company’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You will not use these marks without the Company’s written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
3.4. User Conduct
You will not engage in any of the following prohibited activities:
(a) copying, distributing, or disclosing any part of the Site in any medium, including by any automated or nonautomated “scraping;”
(b) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Site;
(c) transmitting spam, chain letters, or other unsolicited email;
(d) attempting to interfere with, comprise the system integrity or security, or decipher any transmissions to or from the servers running the Site;
(e) taking any action that imposes, or may impose at the Company’s sole discretion an unreasonable or disproportionately large load on the Site infrastructure;
(f) uploading invalid data, viruses, worms, or other software agents through the Site;
(g) collecting or harvesting any personally identifiable information, including account names, from the Site;
(h) using the Site for any commercial solicitation purposes;
(i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
(j) interfering with the proper working of the Site;
(k) accessing any content on the Site through any technology or means other than those provided or authorized by the Site; or
(l) bypassing the measures the Company may use to prevent or restrict access to the Site, including features that prevent or restrict use or copying of any content or enforce limitations on use of the service or the content in it.
4. Your Account
4.1. Account Creation
To become a member of the Free Speech Coalition and access the member’s area, you must complete the registration process by providing the Company with accurate information as prompted by the applicable registration form. You also will choose a password and a username.
4.2. Responsibility for Account
You are responsible for maintaining the confidentiality of your password and account. Further, you are responsible for all activities that occur under your account. You will promptly notify the Company of any unauthorized use of your account or any other breach of security.
4.3. Liability for Account Misuse
The Company will not be liable for any loss that may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by the Company or another person due to someone else using your account or password.
4.4. Use of Other Accounts
You will not use anyone else’s account at any time, without the permission of the account holder.
4.5. Account Security
The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized persons will never be able to defeat the Site’s security measures or use any personal information you provide to the Company for improper purposes. You acknowledge that you provide your personal information to the Company at your own risk.
By purchasing a membership to the Free Speech Coalition, you hereby authorize the Company or its payment processor to charge you the monthly membership fee you selected. Your membership will automatically renew monthly unless you cancel your membership before it renews to avoid billing of the next month’s membership fees to your payment method. You may cancel your membership at any time, and you will continue to have access to the Website through the end of your membership term. The Company does not provide refunds or credits for any partial-month membership periods. To cancel your premium membership, please contact the payment processor that you signed up through. The Company considers all purchases final when made, except that the Company may approve a refund in the form of a credit on request if exceptional circumstances exist. If you believe exceptional circumstances exist, please contact the Company and ex plain the exceptional circumstances that you believe merits a refund. The Company is not making any promise that it will give you a refund. If the Company gives you a refund, the Company will issue the refund in the form of a credit to the payment method you used for your purchase.
6. User Content
6.1. Content Ownership
You retain all ownership rights to content uploaded to the Site.
6.2. Content License
By submitting content to the Site, you hereby grant the Company a worldwide, nonexclusive, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Site, the service, and the Company’s (and its successors’ and affiliates’) business, including for promoting and redistributing all or part of the Site (and derivative works of it) and the service in any media formats and through any media channels.
The Site may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
8. Third-Party Content
Through the Site, you may have the ability to access or use content provided by third parties. The Company cannot guarantee that this third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable for your access or use of any third-party content.
10. Reliance on Information Posted
10.1. The Company makes the information presented on or through the Site available for general information purposes only. The Company is not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. The Company will not be liable for any reliance placed on these materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
10.2. The Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the Company’s opinion. The Company will not be liable to you or any other person for the content or accuracy of any materials provided by any other person or entity.
11.1. Termination on Notice
Either party may terminate this agreement at any time by notifying the other party in writing.
11.2. Termination by the Company
The Company may terminate or suspend your access to or ability to use the Site immediately, without notice or liability, for any reason or no reason, including breach of this agreement.
11.3. Effect of Termination
On termination of your access to or ability to use the Site, your right to use or access the Site will immediately end. Termination of your access to and use of the Site will not relieve you of any obligations arising or accruing before termination or limit any liability you otherwise may have to the Company or any third party.
11.4. Survival of Provisions
This agreement’s provisions that by their nature should survive termination will survive termination, including ownership provisions, warranty disclaimers, and limitations of liability.
12. Warranty Disclaimers
12.1. You acknowledge that the Company cannot and does not state that files or links available for downloading from the Internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Site for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Site or any services or items obtained through the Site or to your downloading of any material posted on it, or on any website linked to it.
12.2. The Site is provided “as is,” without any warranties of any kind. To the fullest extent permissible under applicable law, the Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, noninfringement, accuracy, freedom from errors, suitability of content, or availability. No advice or information, whether oral or written, obtained from the Company, the Site, or elsewhere will create any warranty not expressly stated in this agreement.
13. Limitation of Liability
To the fullest extent permitted by applicable law in no event will the Company be liable for:
13.1. any direct, special, indirect, or consequential damages; or
13.2. any other damages of any kind, including loss of use, loss of profits or loss of data, whether in an action in contract, tort (including negligence), or otherwise, arising out of or in any way connected with the use of or inability to use the Site, including any damages caused by or resulting from reliance by user on any information obtained from the Site, or that results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance.
You will defend, indemnify, and hold harmless the Company, its subsidiaries, and affiliated companies, and their officers, directors, employees, contractors, and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees and costs) and all amounts paid in settlement arising from or relating to use of the Site. The Company may assume the exclusive defense and control of any matter for which users have agreed to indemnify the Company and you will assist and cooperate with the Company in the defense or settlement of these matters.
15.1 Claim Procedure
For any dispute you have with the Company, you will first contact the Company and attempt to resolve the dispute informally. If the Company has not been able to resolve the dispute with you informally, the parties will resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this agreement by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA, except as provided in this agreement.
15.2. Arbitration Location
Unless you and the Company agree otherwise, the arbitration will be conducted in Los Angeles County, California.
15.3. Arbitration Fees
Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules.
15.4. Arbitration Award
The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
15.5. Injunctive Relief
Nothing in this section 15.5 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the service.
15.6. Class Action Waiver
All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims.
15.7. Jury Trial Waiver
Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
15.8. Limited Time to Bring Claims
A party will not bring a claim arising out of, or related to the subject matter of, this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
16.1. Entire Agreement
This agreement constitutes the entire agreement of the parties with respect to the subject matter of this agreement. It supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the transactions contemplated in this agreement.
16.2. Assignment and Delegation
You will not assign any of your rights or delegate any performance under this agreement, except with the Company’s written consent. The Company may assign its rights or delegate its performances under this agreement without your consent. Any purported assignment of rights or delegation of performance in breach of this section 16.2 is void.
The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
The parties intend as follows:
(a) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
(b) that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
(c) that if an unenforceable provision is modified or disregarded in accordance with this section 16.4, then the rest of the agreement will remain in effect as written; and
(d) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
16.5. Governing Law
California law, without giving effect to its conflicts of law principles, governs all matters arising out of, or relating to the subject matter of, this agreement, including its validity, interpretation, construction, performance, and enforcement.
16.6. Force Majeure
(a) If a force majeure event prevents a party from complying with any one or more obligations under this agreement, that inability will not constitute a breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and keep a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event, and (3) that party complies with its obligations under section 16.6(c).
(b) For purposes of this agreement, “force majeure event” means, for any party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstances that results in that party’s not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance.
(c) If a force majeure event occurs, the noncomplying party will promptly notify the other party of occurrence of that force majeure event, its effect on performance, and how long the noncomplying party expects it to last. From then on, the noncomplying party will update that information as reasonably necessary. During a force majeure event, the noncomplying party will use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.
16.7. No Third-Party Beneficiaries
This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
16.8. Relationship of the Parties
The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
16.9. Successors and Assigns
This agreement binds and inures to the benefit of the parties and their respective successors and assigns. This section 16.9 does not address, directly or indirectly, whether a party may assign its rights or delegate its obligations under this agreement. Section 16.2 addresses these matters.
16.10. Permission to Send Emails to You
You grant the Company permission to email notices, advertisements, and other communications to you, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity unsuitable for minors. Your permission will continue until you ask the Company to remove you from its email list.
16.11. Electronic Communications Not Private
The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Site to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Site may read all messages you send to the Site regardless of whether they are intended recipients.
16.12. Electronic Signatures
Any affirmation, assent, or agreement you send through the Site will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
The Company encourages you to give feedback about the Company or the Site. But the Company will not treat as confidential any suggestion or idea provided by you, and nothing in this agreement will restrict the Company’s right to use, profit from, disclose, publish, or otherwise exploit any feedback, without paying you.
16.14. Contact Information
If you have questions about this agreement, the Site, your membership, or the Free Speech Coalition, you may contact the Company by email at firstname.lastname@example.org, by phone at (818) 348-9373, or by mail at P.O. Box 10480, Canoga Park, California 91309.
Last Updated: July 17, 2018