Terms of Service

These Terms of Service (together with our [Privacy Policy], our [DMCA Policy] (defined
below), our [Content Standards], and any other documents expressly incorporated by
reference herein, collectively, these “Terms”) applies to your access to and use of the
Websites (defined below), mobile applications, and other online products and services
(collectively, the “Services”) offered by Fundamental Design Lab Inc. (the “Company,”
“we,” “our” or “us”). These Terms set forth legally binding terms and conditions
governing your access to and use of our Websites and Services. Please read these
Terms fully and carefully before you access or use our Websites or other Services. If
you do not accept these Terms, you may not access or use our Websites or our
Services.
PLEASE NOTE: THESE TERMS CONTAIN AN [ARBITRATION CLAUSE], WHICH
AFFECTS HOW DISPUTES WITH THE COMPANY ARE RESOLVED. BY
ACCEPTING THESE TERMS, YOU AGREE THAT DISPUTES BETWEEN YOU AND
US WILL BE RESOLVED BY BINDING ARBITRATION AS SET FORTH BELOW.
PLEASE READ IT CAREFULLY.
Acceptance of these Terms
By registering for or using our Websites or Services, you accept and agree to be bound
by these Terms and all other operating rules, policies and procedures that may be
published from time to time on our Websites, each of which is incorporated by reference
and each of which may be updated from time to time without notice to you in our sole
discretion.
Certain of our Websites or Services may be subject to additional terms and conditions
specified by us from time to time; your use of such Websites or Services is subject to
those additional terms and conditions, which are incorporated into these Terms by this
reference.

These Terms apply to all users, including without limitation registered and unregistered
users, of our Websites and Services.
Certain Definitions
In addition to the terms defined elsewhere throughout these Terms, the following terms
have the following meanings:
The terms “you,” “your,” “user” and “users” refer to all persons, whether you are
an individual or an entity, accessing or using our Websites and Services
(including without limitation registered and unregistered users) for any reason.
The term “User Content” refers to the content or materials that a user has
posted, submitted, published or otherwise displayed on our Websites or through
our Services or otherwise transmitted to other users or persons through the use
of our Websites or Services.
The term “Websites” refers to all of the websites and the other web properties
(including any content, functionality, and services offered on or through such
websites) of the Company and its affiliates
Access to Websites and Services Definitions
No one under the age of 18 is allowed to use or access our Websites and Services. If
you are under the age of 18, you understand that you may not use our Websites and
Services even with permission from your parent or legal guardian.
By using our Websites and Services, you represent and warrant that:
you are at least 18 years old;
you can form a binding contract with the Company;
you are not barred from using our Websites or Services under all applicable laws;
and
you have not been permanently suspended or removed from our Websites or
Services.
If you are accepting these Terms on behalf of another legal entity, including a business
or government entity, you represent that you have full legal authority to bind such entity
to these Terms.
Privacy

Our [Privacy Policy] explains how and why we collect, use and share information about
you when you access or use our Websites or Services. You understand that through
your use of our Websites or Services, you consent to the collection and use of this
information as set forth in our [Privacy Policy].
Changes to the Terms of Service
We may revise and update these Terms from time to time in our sole discretion and
without notice. If we make changes, we will post the revised Terms and update the
Effective Date above. All changes are effective immediately when we post them, and
apply to all access to and use of our Websites and Services thereafter. Your continued
use of our Websites and Services after the Effective Date of the revised Terms means
that you accept and agree to be bound by the revised Terms. If you do not agree to the
revised Terms, you must stop accessing and using our Websites and Services. You are
expected to check this page frequently so you are aware of any changes, as they are
binding on you.
Accessing our Websites and Using our Services
Your access to and use of our Websites and Services is subject to your complete and
ongoing compliance in full with these Terms and the limited license described in the
[Intellectual Property Rights Section] below.
We are always improving our Websites and Services. This means we may add or
remove features, products, or functionalities at any time and without notice. We reserve
the right to modify, suspend, or discontinue our Websites or Services (in whole or in
part) at any time and without notice. Any future release, update, or other addition to
functionality of our Websites or Services will be subject to these Terms, which may be
updated from time to time. From time to time, we may restrict your access, or the
access of any other person, to all or any portion of our Websites or Services. You agree
that we will not be liable to you or to any third party for any modification, suspension,
unavailability or discontinuation of our Websites or Services or any part thereof.
You are responsible for both:
making all arrangements necessary for you to have access to our Websites and
Services; and
ensuring that all persons who access our Websites or Services through your
internet connection are aware of these Terms and will comply with them.
Your Account and Account Security

To access or use certain features of our Websites or Services, you may be required to
create an account (“Account”), and to provide us with a username, password and other
information about yourself as set forth in our [Privacy Policy]. It is a condition of your
use of our Websites or Services that all the information you provide to us or that is
associated with your Account is correct, current, and complete. You agree that all
information you provide to create your Account is governed by our [Privacy Policy], and
you consent to all actions we take with respect to your information consistent with our
[Privacy Policy].
If you choose, or are provided with, a [user name], password, or any other piece of
information as part of our security procedures, you must treat such information as
confidential, and you must not disclose it to any other person or entity. You also
acknowledge that your Account is personal to you and you agree not to transfer,
license, sell or otherwise provide any other person with access to your Account. You
agree to notify us immediately of any unauthorized access to or use of your Account.
You should use particular 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. We have the right to disable any Account, user name, password, or other
identifier, whether chosen by you or provided by us, at any time if we believe you have
violated any provision of these Terms.
Intellectual Property Rights
Our Websites and Services, and their entire contents, features, and functionality
(including but not limited to all information, software, text, displays, images, video, and
audio, and the design, selection, and arrangement thereof) are owned by us, our
licensors, or the other providers of such material and are protected by United States
and international copyright, trademark, trade secret, and other intellectual property or
proprietary rights laws. Subject to your compliance with these Terms, the Company
grants you a personal, non-transferable, non-exclusive, revocable, limited license to
access and use our Websites and Services for your personal, non-commercial use.
We reserve all rights not expressly granted to you by these Terms.
Except and solely to the extent such a restriction is impermissible under applicable law,
you may not, without our written consent:
license, sell, transfer, assign, distribute, host, or otherwise commercially exploit
our Websites or Services, or any content (including without limitation User
Content) on or available from our Websites or Services;

modify, prepare derivative works of, disassemble, decompile, or reverse engineer
any part of our Websites or Services, or any content (including without limitation
User Content) on or available from our Websites or Services;
access our Websites or Services, or any content (including without limitation
User Content) on or available from our Websites or Services in order to build a
similar or competitive site, product, or service, without our express written
consent; or
delete or alter any copyright, trademark, or other proprietary rights notices from
copies of any content (including User Content) from our Websites or Services.
Notwithstanding the foregoing, the limited license granted to you permits you to do the
following:
temporarily store on your computer or other device copies of content (including
User Content) displayed on our Websites and which is incidental to your
accessing and viewing such content;
store files that are automatically cached by your web browser for display
enhancement purposes;
print or download one copy of a reasonable number of pages of our Websites for
your own personal, non-commercial use and not for further reproduction,
publication, or distribution; and
where we provide social media features with certain content on our Websites,
you may take such actions as are enabled by such features.
If you wish to make any use of content (including User Content) on our Websites other
than as set out in this section, please address your request to: [info@fundamentaldesign.com]
If you print, copy, modify, download, or otherwise use or provide any other person with
access to your Account or any part of our Websites or Services in breach of these
Terms, your right to use our Websites or Services will stop immediately and you must,
at our option, return or destroy any copies of the materials you have made. No right,
title, or interest in or to our Websites or Services or any content (including User Content)
on or available through our Websites or Services is transferred to you, and all rights not
expressly granted are reserved by the Company. Any use of our Websites or Services
not expressly permitted by these Terms is a breach of these Terms and may also be a
violation of copyright, trademark, or other laws.
Trademarks

The Company’s name, all related names, logos, product and service names, designs, and slogans
are trademarks of the Company or its affiliates or licensors. You must not use such
trademarks without the prior written permission of the Company. All other names, logos,
product and service names, designs, and slogans appearing on our Websites are the
trademarks of their respective owners.
Prohibited Uses
You may use our Websites and Services only for lawful purposes and in accordance
with these Terms. You agree not to use our Websites or Services:
In any way that would violate any applicable United States federal, state or local
law (including without limitation any laws regarding the export of data or software
to and from the United States or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in
any way by exposing them to inappropriate content, asking for personally
identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that
does not comply with our [Content Standards].
To transmit, or procure the sending of, any unwanted advertising or promotional
material, including any “junk mail,” “chain letter,” “spam,” tagging random users in
posts on your timeline, follower spam, or any other similar solicitation. [For the
avoidance of doubt, this is not thought to encompass reasonable commercial use
of a feed by a commercial entity or individual to advertise your own commercial
products.]
To impersonate or attempt to impersonate the Company or any of the other
Company Entities (defined below), or to impersonate another user or any other
person or entity for a purpose that is not protected by the First Amendment to the
United States Constitution (the “First Amendment”).
To engage in any other conduct which, as determined by us in our sole
discretion, may result in the physical harm or offline harassment of any Company
Entities, users of our Websites or Services, or any other person (e.g. by doxing
or otherwise), or expose any person (including any Company Entities) to liability.

Additionally, you agree not to:
Use our Websites or Services in any manner that could disable, overburden,
damage, or impair our Websites or Services or interfere with any other person’s
use of such person’s Account or our Websites or Services, including their ability
to engage in real time activities through our Websites or Services.
Use any robot, spider, or other automatic device, process, or means to access
our Websites or Services or any other user’s Account for any purpose, including
monitoring or copying any of the content (including User Content) on or available
through our Websites or Services.
Use any manual process to monitor or copy any of the content (including User
Content) on or available through our Websites or Services, or for any other
purpose not expressly authorized in these Terms, without our prior written
consent.
Use any device, software or routine that interferes with the proper working of our
Websites or Services, or any user’s Account.
Introduce any viruses, Trojan horses, worms, logic bombs, spyware, malware or
other material that is malicious or harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any
other user’s Account or any parts of our Websites, the server on which our
Websites are stored, or any server, computer, or database connected to our
Websites.
Attack our Websites via a denial-of-service attack or a distributed denial-of-
service attack.
Otherwise attempt to interfere with the proper working of our Websites or
Services or any other user’s Account.
Copyrights, Trademarks, DMCA and Takedowns
Our [Copyright, Trademark, DMCA and Takedown Policy] (“DMCA Policy”) describes
how you should notify us if you believe that any User Content infringes a copyright or
trademark that you own or control. Our [DMCA Policy] also describes how you should
notify us if you believe that any of your User Content was removed by mistake or
misidentification.
User Content

Our Websites and Services may contain message boards, chat rooms, personal web
pages or profiles, forums, bulletin boards, group pages, discussion threads, and other
interactive features (collectively, “Interactive Services”) that allow users to post,
submit, publish, display, or transmit to other users or other persons (collectively, “post”)
content or materials (collectively, “User Content”) on or through our Websites or
Services. All User Content must comply with our [Content Standards]. Any User
Content that you post to our Websites will be considered non-confidential and non-
proprietary. By posting any User Content on our Websites or through our Services, you
grant us and our affiliates and service providers, and each of their and our licensees,
successors, and assigns a worldwide, irrevocable, perpetual, royalty-free, non-
exclusive, transferable, and sublicensable license and right to use, copy, republish,
reproduce, adapt, modify, perform, prepare derivative works of, store, display, distribute,
and otherwise disclose to third parties your User Content and any name, username or
likeness provided in connection with your User Content in all media formats and
channels now known or later developed anywhere in the world and for any purpose.
This license includes the right for us to make your User Content available for
syndication, broadcast, distribution, or publication by other companies, organizations, or
individuals who partner with the Company. You also agree that we may remove
metadata associated with your User Content, and you irrevocably waive any claims and
assertions of moral rights or attribution with respect to your User Content.
You represent and warrant that:
You own or control all rights in and to the User Content posted by you or
associated with your Account, and you have the right to grant the license granted
above to us and our affiliates and service providers, and each of their and our
respective licensees, successors, and assigns.
All of the User Content posted by you or associated with your Account does and
will comply with these Terms, our [Content Standards] and all applicable laws.
You understand and acknowledge that you are responsible for any User Content
submitted or contributed by you or associated with your Account, and you, not the
Company (or any of the other Company Entities), have full responsibility for such User
Content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any
User Content posted by you or from your Account, or posted by any other user or from
such user’s Account.
Any ideas, suggestions, and feedback about the Company or our Websites or Services
that you provide to us are entirely voluntary, and you agree that we may use such ideas,
suggestions, and feedback without compensation or obligation to you.

Although we have no obligation to screen, edit, or monitor your User Content, we may,
in our sole discretion, delete or remove your User Content at any time and for any
reason, including for violating these Terms, violating our [Content Standards], or if you
otherwise create or are likely to create liability for us.
Monitoring and Enforcement; Termination
We collect comparatively little data on our users relative to other social networking sites.
Our default position is that we should implement no prior restraints on any User
Content. However, given the breadth of speech we permit, there may be circumstances
where we are unable to determine whether User Content is protected by the First
Amendment or not and prudence may require us to err on the side of caution.
Accordingly, the Company reserves the right to take any action with respect to any User
Content that we deem necessary or appropriate in our sole discretion, including the
following:
Take any action with respect to any User Content that we deem necessary or
appropriate in our sole discretion, including if we believe that such User Content
violates these Terms, including our [Content Standards], infringes any
intellectual property right or other right of any person or entity, or could threaten
the physical safety of any users or other persons.
Take appropriate legal action, including without limitation referral to law
enforcement, for any illegal or unauthorized use of our Websites or Services, or
any user’s Account, or in cases of life-threatening emergency.
Terminate or suspend your access to your Account or all or part of our Websites
or Services for any violation of these Terms.
We do not review User Content before it is posted on the Website and cannot ensure
prompt removal of unlawful User Content (or material within User Content) after it has
been posted. Accordingly, we assume no liability for any action or inaction regarding
transmissions, communications, or User Content or other content provided by any third
party. We have no liability or responsibility to anyone for performance or
nonperformance of the activities described in this section.
Content Standards
Our [Content Standards] describe the standards that apply to User Content and the
use of the Interactive Services. By posting User Content on our Websites or through our
Services, or by using the Interactive Services, you agree to our Content Standards and
represent and warrant to us that any User Content posted by you or associated with
your Account complies with our [Content Standards] and all applicable laws.
Reliance on Content
The content (including User Content) presented on or through our Websites or Services
is made available solely for general information purposes. We do not warrant the
accuracy, completeness, or usefulness of such content (including User Content). Any
reliance you place on such content (including User Content) is strictly at your own risk.
We disclaim all liability and responsibility arising from any reliance placed on such
content (including User Content) by you or any other visitor to our Websites or user of
our Services, or by anyone who may be informed of any of such content (including User
Content). Many of our Websites include content provided by third parties, including User
Content from you or other users, and content provided by other users, bloggers, and
third-party licensors, syndicators, aggregators, or reporting services. All statements or
opinions expressed in such content, and all materials and responses to questions and
other content, other than the content provided by us, are solely the opinions and the
responsibility of the person or entity providing such content. Any content provided by
third parties (including without limitation User Content posted by you or other users)
does not necessarily reflect our opinions. We are not responsible, or liable to you or any
third party, for the content or accuracy of any materials provided by any third parties.
Changes to our Websites
We may update the content on our Websites from time to time. Any content on our
Websites may not necessarily be complete or up-to-date at the time you access such
content. Any content on our Websites may be out of date at any given time, and we are
under no obligation to update such content.
[Online Purchases and Other Terms and Conditions
All purchases through our site or other transactions for the sale of services formed
through the Website, or resulting from visits made by you, are governed by our Terms of
Sale. Additional terms and conditions may also apply to specific portions, services, or
features of the Website. All such additional terms and conditions are hereby
incorporated by this reference into these Terms of Service.]

Linking to our Websites and Social Media Features
You may post links to our Websites on other sites. Any such links that you have posted
must be done in a way that is fair and legal, and must not damage or take advantage of
our reputation. You must also ensure that any such links do not suggest that we, our
Websites or our Services are associated with, or that we otherwise approve of or
endorse, such links, the other websites or their content, or the owners of such other
websites or content, without our express prior written consent.
Our Websites may provide certain social media features that enable you to:
Link from your own or certain third-party sites to certain content on our Websites.
Send emails or other communications with certain content, or links to certain
content, on our Websites.
Cause limited portions of content on our Websites to be displayed or appear to
be displayed on your own or certain third-party sites.
You may use these features solely as they are provided by us, solely with respect to the
content they are displayed with, and otherwise in accordance with any additional terms
and conditions we provide with respect to such features. The site from which you are
linking, or on which you make certain content accessible, must comply in all respects
with our [Content Standards]. You agree to cooperate with us in causing any
unauthorized framing or linking to immediately stop. We reserve the right to withdraw
linking permission without notice. We may disable all or any social media features and
any links at any time without notice in our discretion.
Links from our Websites
If our Websites contain links to other sites and resources provided by third parties,
these links are provided for your convenience only. This includes links contained in
advertisements, including banner advertisements and sponsored links. We have no
control over the content of those other sites or resources, and accept no responsibility
for them or for any loss or damage that may arise from your use of them. If you decide
to access any of the third-party sites linked to our Websites, you do so entirely at your
own risk and subject to the terms and conditions of use for such sites or resources.
Geographic Restrictions

We are based within the United States and do not have any presence of any kind
outside of the United States. U.S. non-residents must not use our Websites or Services
for any purpose that would, if it occurred within the United States or any unincorporated
territory of the United States, be unlawful under the federal law of the United States or
under the laws of any state, federal district, territory or municipality of the United States.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, and its
and their respective officers, directors, employees, contractors, agents, licensors, third-
party service providers, suppliers and representatives (the “Company Entities”) from
and against any claims, liabilities, damages, judgments, awards, losses, costs,
expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a)
your violation of these Terms or any applicable laws; (b) your use or misuse of, or
access to, our Websites or Services, (including without limitation your User Content, any
use or misuse of any content, services, and products on or from our Websites or
Services, or any use or misuse of any information obtained from our Websites or
through our Services); (c) any infringement by you (or any other person using your
account or identity) of any intellectual property or other right of any person; or (d) your
User Content. We reserve the right to assume the exclusive defense and control of any
matter otherwise subject to indemnification by you, in which event you will assist and
cooperate with us in asserting any available defenses.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for
downloading from the internet or our Websites will be free of viruses or other destructive
code. You are responsible for implementing sufficient procedures and checkpoints to
satisfy your particular requirements for anti-virus protection and accuracy of data input
and output, and for maintaining a means external to our site for any reconstruction of
any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE
LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-
SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL
MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER
PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR
ACCESS OR USE OF OUR WEBSITES OR SERVICES OR ITEMS OBTAINED
THROUGH OUR WEBSITES OR SERVICES, OR TO YOUR DOWNLOADING OF ANY
MATERIAL POSTED ON OUR WEBSITES OR MADE AVAILABLE TO YOU
THROUGH OUR WEBSITES OR SERVICES, OR ON ANY WEBSITE LINKED TO
OUR WEBSITES. YOUR USE OF OUR WEBSITES, THE CONTENT ON OUR
WEBSITES OR AVAILABLE THROUGH OUR SERVICES, AND ANY SERVICES OR
ITEMS OBTAINED THROUGH OUR WEBSITES IS AT YOUR OWN RISK. OUR
WEBSITES AND SERVICES, THE CONTENT ON OUR WEBSITES OR AVAILABLE
THROUGH OUR SERVICES, AND ANY SERVICES OR ITEMS OBTAINED
THROUGH OUR WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED,

LEGAL OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. NEITHER THE COMPANY ENTITIES NOR
ANY PERSON ASSOCIATED WITH THE COMPANY ENTITIES MAKES ANY
WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS,
SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE
WEBSITES OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE
COMPANY ENTITIES NOR ANYONE ASSOCIATED WITH THE COMPANY ENTITIES
REPRESENTS OR WARRANTS THAT OUR WEBSITES, ITS CONTENT, OUR
SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITE
OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-
FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR
WEBSITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT OUR SERVICES, OUR
WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR WEBSITES
OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE
COMPANY ENTITIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY
LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR
INABILITY TO USE, OUR WEBSITES, OUR SERVICES, ANY WEBSITES LINKED TO
OUR WEBSITES, OR ANY CONTENT ON OUR WEBSITES OR SUCH OTHER
WEBSITES OR OBTAINED THROUGH OUR SERVICES, INCLUDING ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND
SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS,
LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF
GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING
NEGLIGENCE, DEFAMATION OR ANY OTHER TORT), BREACH OF CONTRACT,
VIOLATION OF LAW, INFRINGEMENT, OR OTHERWISE, EVEN IF FORESEEABLE.
ACCESS TO, AND USE OF, OUR WEBSITES AND SERVICES IS AT OUR OWN
DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY
DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR RESULTING LOSS OF
DATA. IN NO EVENT WILL THE LIABILITY OF THE COMPANY ENTITIES EXCEED
THE LESSER OF $100 OR THE AGGREGATE AMOUNT YOU PAID THE COMPANY
IN THE PREVIOUS THREE MONTHS FOR THE WEBSITES OR SERVICES GIVING
RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY
THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT,
STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF
THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY

SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH IN THESE TERMS IS
FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Governing Law and Jurisdiction
All matters relating to our Websites, our Services and these Terms, and any dispute or
claim arising therefrom or related thereto (in each case, including non-contractual
disputes or claims), shall be governed by and construed in accordance with the internal
laws of the State of Delaware without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction).
You agree to contact us [here] 30 in the event you have any issues or disputes arising out
of or related to these Terms, our Websites or our Services (including without limitation
your use of our Websites or Services) so that we can try to resolve the issue or dispute
informally. If we cannot agree to an informal resolution, then you agree that we may
require (in our sole) you to submit the dispute for resolution by final, binding arbitration
pursuant to the Arbitration Clause set forth below.
Except as set forth above or in the Arbitration Clause below, any disputes arising out of,
or related to, these Terms, our Websites or our Services (including without limitation
your use of our Websites or Services) shall be instituted exclusively in the state or
federal courts located in Minneapolis, Minnesota, although we retain the right to bring
any dispute against you in your state or country of residence or any other relevant
jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by
such courts and to venue in such courts.
ARBITRATION; WAIVER OF JURY TRIAL
YOU AGREE THAT WE (IN OUR SOLE DISCRETION) MAY REQUIRE YOU TO
SUBMIT ANY DISPUTES BETWEEN YOU AND US (INCLUDING ANY OF OUR
AFFILIATES, OUR OR OUR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES ACTING IN
THEIR CAPACITY AS SUCH) RELATING TO THESE TERMS, OUR WEBSITES OR
OUR SERVICES (INCLUDING WITHOUT LIMITATION YOUR USE OF OUR
WEBSITES OR SERVICES) TO FINAL AND BINDING ARBITRATION. THE
ARBITRATION SHALL BE CONDUCTED UNDER THE AMERICAN ARBITRATION
ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES
THEN IN EFFECT, AND APPLYING DELAWARE LAW AND YOU AND WE HEREBY
EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE
EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO
VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE
OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT
LOCATED IN MINNEAPOLIS, MINNESOTA. DISCOVERY AND RIGHTS TO APPEAL
IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND
OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE
AVAILABLE IN ARBITRATION.
This dispute resolution provision will be governed by the Federal Arbitration Act and not
by any state law concerning arbitration. In the event the American Arbitration
Association is unwilling or unable to set a hearing date within 160 days of filing the
case, then either we or you can elect to have the arbitration administered instead by the
Judicial Arbitration and Mediation Services. Judgment on the award rendered by the
arbitrator may be entered in any court having competent jurisdiction. Any provision of
applicable law notwithstanding, the arbitrator will not have authority to award damages,
remedies or awards that conflict with these Terms. You agree that regardless of any
statute or law to the contrary, any dispute arising out of, related to or connected with
these Terms, our Websites or our Services (including without limitation your use of our
Websites or Services) must be filed within one year after such dispute arose or be
forever banned.
This arbitration agreement will survive the termination of your relationship with us.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED
WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE,
SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Miscellaneous Provisions
No waiver by the Company of any term or condition set out in these Terms shall be
deemed a further or continuing waiver of such term or condition or a waiver of any other
term or condition, and any failure of the Company to assert a right or provision under
these Terms shall not constitute a waiver of such right or provision. If any provision of
these Terms is held by a court or other tribunal of competent jurisdiction to be invalid,
illegal, or unenforceable for any reason, such provision shall be eliminated or limited to
the minimum extent such that the remaining provisions of the Terms will continue in full
force and effect.
These Terms, together with our [Privacy Policy] and any other agreements expressly
incorporated by reference into these Terms, constitute the sole and entire agreement
between you and us regarding our Websites and Services (including without limitation
your access and use thereof) and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and oral,
regarding our Websites and Services. You may not assign or transfer any rights or
obligations under these Terms without the Company’s prior written consent. We may,
without restriction, assign any of our rights and obligations under these Terms, at our
sole discretion.
Headings are used in these Terms for reference only and will not be considered when
interpreting them. No ambiguity will be construed against any party based on a claim
that the party drafted the language.
These Terms are a legally-binding agreement between you and the Company. If you
have any questions about these Terms, please contact us.
Contact Details
You may contact us at:
Fundamental Design Lab, Inc.
by email to: [info@fundamentaldesign.com]

We respect the intellectual property of others and we require that users of our Websites

and Services do the same. This Copyright, Trademark, DMCA and Takedown Policy

(this “Policy”) is hereby incorporated into our [Terms of Service]. 1 By using our

Websites and Services, you also accept and agree to be bound by the Terms.

Unless otherwise defined in this Policy, terms defined in our Terms will have the same

meaning when used in this Policy.

Reporting Claims of Infringement

We take claims of infringement seriously and our policy includes the removal of any

infringing material from our Websites or Services and for the termination, in appropriate

circumstances, of users of our Websites or Services who are repeat infringers.

We will respond to notices of alleged infringement that comply with applicable law. If

you believe that anything on or from our Websites or Services infringes a copyright or

trademark that you own or control, you may request the removal of such materials (or

access to them) from our Websites and Services by [completing a Copyright Report

Form or Trademark Report Form or by] 2 submitting a written notice (the “DMCA

Notice”) to our designated agent at:

Fundamental Design Lab, Inc.

by email to: [info@fundamentaldesign.com]

Under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium

substantially the following:

Your physical or electronic signature.

Identification of the copyrighted or trademarked work you believe to have been

infringed or, if the claim involves multiple works on our Websites or from our

Services, a representative list of such works.

Identification of the material you believe to be infringing in a sufficiently precise

manner to allow us to locate that material.

Adequate information by which we can contact you (including your name, postal

address, telephone number, and, if available, email address).

A statement that you have a good faith belief that use of the copyrighted or

trademarked material is not authorized by the copyright or trademark owner, its

agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are authorized to act on behalf of

the copyright or trademark owner.

Your DMCA Notice may not be effective if you fail to comply with all of the requirements

of the DMCA (17 U.S.C. § 512(c)(3)). Please be aware that if you knowingly materially

misrepresent that material or activity on our Websites or from our Services is infringing

a copyright or trademark that you own or control, you may be held liable for damages

(including costs and attorneys’ fees) under the DMCA (17 U.S.C. § 512(f)).

Counter Notification Procedures

[If we remove or disable access to your User Content in response to a copyright or

trademark notice, we will notify you via [our private messaging system/email to the

email address associated with your user account]]. 4

If you believe that you User Content was removed or access to it was disabled by

mistake or misidentification, you may file a counter notification with us (a “Counter

Notice”) by [completing a Copyright Counter Notice Form or Trademark Counter Notice

Form or by] 5 submitting a written notice to our designated agent at the address above.

Under the DMCA (17 U.S.C. § 512(g)(3)), your Counter Notice must include

substantially the following:

Your physical or electronic signature.

An 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 disabled.

Adequate information by which we can contact you (including your name, postal

address, telephone number, and, if available, email address).

A statement under penalty of perjury by you that you have a good faith belief that

the material identified above was removed or disabled as a result of a mistake or

misidentification of the material to be removed or disabled.

A statement that you will consent to the jurisdiction of the Federal District Court

for the judicial district in which your address is located (or if you reside outside

the United States for any judicial district in which the Website may be found) and

that you will accept service from the person (or an agent of that person) who

provided the Website with the complaint at issue.

Your Counter Notice may not be effective if you fail to comply with all of the

requirements of the DMCA (17 U.S.C. § 512(g)(3)). Please be aware that if you

knowingly materially misrepresent that your User Content was removed or disabled by

mistake or misidentification, you may be held liable for damages (including costs and

attorneys’ fees) under the DMCA (17 U.S.C. § 512(f)).

The DMCA allows us to restore the removed content if the party filing the original DMCA

Notice does not file a court action against you within ten business days of receiving the

copy of your Counter Notice.

Repeat Infringers

It is our policy in appropriate circumstances to temporarily or permanently disable or

terminate the accounts of users who are repeat infringers.

Our Content Standards (“Policy”) is hereby incorporated into our

[Terms of Service]. This Policy applies to any and all User Content that you post or that

is associated with your Account and your use of the Interactive Services. By using our

Websites and Services, you also accept and agree to be bound by the Terms.

User

Content absolutely must in its entirety comply with all applicable United States federal,

state, and local laws and regulations. Without limiting the generality of the foregoing,

User Content must NOT:

Be unlawful or be made in furtherance of any unlawful purpose. User Content

must not aid, abet, assist, counsel, procure or solicit the commission of, nor

constitute an attempt or part of a conspiracy to commit, any unlawful act. For the

avoidance of doubt, speech that is merely offensive or the expression of an

offensive or controversial idea or opinion, as a general rule, will be in poor taste

but will not be illegal in the United States.

Unlawfully threaten.

Incite imminent lawless action.

Interfere with the operation of any computer, our Websites or Services, the

Interactive Services or any user’s Account.

Be obscene, sexually explicit or pornographic.

Infringe any patent, trademark, trade secret, copyright, or other intellectual

property or other rights of any other person.

Violate the legal rights (including the rights of publicity and privacy) of others or

contain any material that could give rise to any civil or criminal liability under

applicable laws or regulations of the United States or that otherwise may be in

conflict with our [Terms] and our [Privacy Policy].

Impersonate any person, or misrepresent your identity or affiliation with any

person or organization.

Involve commercial activities relating to finance, investments or gambling, such

as contests and sweepstakes, penny stock promotion, money transmission, or

Initial Coin Offerings; or the trade of live or endangered animals or animal parts,

or anything that portrays or encourages the abuse of animals.

Give the impression that such User Content emanates from or is endorsed by us,

any other user’s Account or any other person or entity, if this is not the case.

Link to any content from the above-listed categories.

We do not track “hate speech” or provide any mechanism to report it specifically,

nor responding to anyone who reports it, because the United States Constitution and

federal law protect our right to do so and forbid Delaware or any other states from

legislating otherwise.

If users wish to file a report for User Content that is objectionable they may do so with

our moderation team by emailing us at [info@fundamentaldesign.com]

with “User Content Report” as the subject headline.

Users who report objectionable User Content should not expect a reply from us or our

moderation team. Users who report conduct that is “hateful conduct” under Delaware

law but which is otherwise lawful under the First Amendment should expect that no

action will be taken by us.