Terms of Use
This Terms of Use Agreement was updated on April 25, 2024.
PLEASE READ THIS TERMS OF USE (“TOU” or “TERMS OF USE”)) CAREFULLY. It covers important information about the Services, your use of the services, Your Information LICENSING AND PROPRIETARY RIGHTS and includes information about future changes to this Agreement, limitations of liability and indemnity, and other information about this agreement. BY ACCESSING ANY PAGES ON THE SITES; CREATING AN ACCOUNT; USING ANY PRODUCTS MADE AVAILABLE THROUGH THE SITES; OR POSTING, SUBMITTING, TRANSMITTING OR UPLOADING ANY INFORMATION OR CONTENT THROUGH THE SITES, YOU EXPRESSLY AGREE THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO THE TERMS, CONDITIONS, LIMITATIONS, NOTICES AND COVENANTS SET FORTH IN THESE TERMS OF USE AND ANY APPLICABLE POLICIES AND DISCLAIMERS REFERENCED HEREIN OR ON THE SITES. DO NOT USE THE SITES IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE AND OTHER POLICIES.
The following are the Terms of Use for this website to which you agree by clicking the applicable button to indicate your acceptance of these Terms of Use or by accessing the Sites or using the Products, as defined herein. If you do not agree with such Terms of Use, please refrain from further use of this site.
FP Solutions, LLC (“FP Solutions,” “FPS,” “we,” “us,” or “our” as the context dictates), owns and operates https://www.bluepencilbox.com and https://www.fpsolutions.com and other sites linking to these Terms of Use, including the mobile versions of those sites (individually, the “Site”, or, collectively, the “Sites”). Through the Sites, FPS provides various service offerings, information, and resources related to compliance with various legal and regulatory requirements (as may be updated, modified, or otherwise changed from time to time, each a “Product” and collectively, the “Products”). References to the Sites herein include the Products.
1. NO LEGAL ADVICE
The information and Products on the Sites are provided for commercial purposes only. They do not constitute legal advice. You should consult with a qualified lawyer of your choice who is familiar with all of the facts of your situation before making a decision about any legal matter. Discussion Products offered on the Sites should not be construed as a guarantee that the Products will produce any given legal effect.
2. NO ATTORNEY-CLIENT RELATIONSHIP
The use of the Sites does not form an attorney-client relationship with FPS or Fisher & Phillips, LLP. Nor will any such attorney-client relationship be established by your sending FPS or Fisher & Phillips, LLP unsolicited information via e-mail through this site. If you communicate with FPS or Fisher & Phillips, LLP by e-mail through this site or otherwise in connection with a matter for which we have not yet established an attorney-client relationship, your communication may not be treated as privileged or confidential.
3. TERMS AND CONDITIONS, CHANGES TO THE TERMS OF USE
These Terms of Use are an agreement between you and FPS governing your access to and use of the Sites, their functionality, their content, and the Products. Subject to your full and ongoing compliance with these Terms of Use, FPS hereby grants you the limited and revocable right to access and use those portions of the Sites for which you registered, solely for their intended purposes, and solely for your internal business purposes. If you use or access the Sites on behalf of a business or other entity, you represent and warrant that you have authority to bind that business/entity. In such case, the term “you” includes the business/entity and any of its agents that use or access the Sites. By using or accessing the Sites, you represent and warrant that you are of legal age to accept these Terms of Use and form a binding contract with FPS.
FPS reserves the right to update or modify the Terms of Use at any time on a going forward basis, with or without prior notice, and such changes will become effective as follows. Modifications to these Terms of Use will be effective upon the earlier of (i) your first use of the Sites or Product with actual notice of such change, or (ii) 30 days from posting of such change. Disputes arising under these Terms will be resolved in accordance with the version of the Terms of Use in place at the time the dispute arose. We use reasonable efforts to ensure that the Terms of Use identify the last date of update. In the case of material changes to the Terms, FPS will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Service, or other similar mechanism. We encourage you to review these Terms of Use frequently to stay informed of the latest modifications.
4. ACCOUNT ACCESS AND SECURITY
Prior to purchasing any Product or Service, you may be required to register and create an account in order to access certain content and functionality of the Sites. If you choose to create an account, you must provide an email address and password and may be required to provide additional personal information. To protect your account security, you should choose a username and password that are not associated with your personal information. By registering and creating an account, you hereby authorize FPS to obtain and store your account information as necessary to make the Sites available to you, subject to FPS’s Privacy Policy.
Also, by entering into this TOU, you give FPS permission to obtain, verify, and record information that identifies you and, if applicable, the business entity who creates an account, is the intended user of an account, or who accesses or uses the Sites or Products.
You are responsible for maintaining the confidentiality of your account, password, and other information. Any account you create is personal to you and you agree not to provide any other person with access to it. You agree to notify FPS immediately if you become aware of any unauthorized access to or use of your account. You may be required to logout from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or access your information. FPS may disable an account at any time in its sole discretion.
If you are registering or creating an account on behalf of a business, you will designate and authorize either yourself and/or one or more individuals with authority to (i) act on the business’ behalf, (ii) provide information on the business’ behalf, and (iii) bind you and/or the business with respect to the Sites, Products or Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by the business to access the Sites, Products or Services by entering a confidential user ID and password. Such account login information will entitle the Account Administrator to have the authority to input information and access, review, modify, and/or provide information on the business’ behalf.
You are solely responsible for all actions taken under any account that you have access to.
You will, and will cause others who access and use your account to take reasonable steps to adequately secure and keep confidential any passwords or credentials, and any information accessible via your account.
United States copyright law criminalizes the production and dissemination of technology, devices, or services intended to circumvent measures known as digital rights management or DRM, i.e., measures that control access to copyrighted works. Copyright law also criminalizes the act of circumventing an access control, whether or not there is actual infringement of a copyright.
You represent and warrant that any information you provide to FPS will be correct, current, and complete, and FPS may rely on the accuracy and completeness of such information. FPS’s use of such information is governed by the Privacy Policy located at https://www.fpsolutions.com/privacy-policy/. You consent to FPS’s use of such information consistent with the Privacy Policy.
5. USER CONTENT
The Sites may now or in the future contain Products that use information you have provided to FPS and that allow you and others to post, submit, publish, display, or otherwise transmit (“post”) various information and materials, which may include answers in response to questions, comments, documents, and other similar content (“User Content”). Other than personally identifiable information (“PII”) that you provide to FPS in connection with your account or as requested or required by the Sites (which PII is subject to the Privacy Policy) and except as expressly provided in these Terms of Use or the policies applicable to any Site, User Content is and will be considered non-confidential and non-proprietary. You retain all your ownership rights in and to your User Content, and by posting User Content to the Sites, you hereby grant to FPS an unrestricted, non-exclusive, perpetual, royalty-free, worldwide, transferable, sublicensable, and irrevocable license and right, but not the obligation, to use, edit, alter, copy, reproduce, disclose, display, publish, prepare derivative works from, perform, market, distribute, exhibit, broadcast, or otherwise exploit such User Content and derivatives thereof, in whole or in part, and in any form, media, or technology now known or hereafter developed.
FPS is under no obligation to use, return, review, or respond to User Content. You understand and acknowledge that you are responsible for any User Content you provide. In providing any User Content, you represent and warrant that (a) you own or control all rights in and to such User Content and have the right to grant the license granted above and (b) all of your User Content does and will comply with these Terms of Use, including the Content Standards below. You have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness, as further explained in the Content Standards.
FPS may aggregate, deidentify, or anonymize any User Content or data derived from the operation of the Sites or Products, including without limitation the number of records in the Sites or Products; the number and types of transactions, configurations, and reports processed in the Sites or Products; and the performance results for the Sites or Products (the “Aggregated Data”). Nothing herein shall be construed as prohibiting FPS from utilizing the Aggregated Data for purposes of operating FPS’s business, including for research and development purposes, provided that FPS’s use of Aggregated Data will not reveal your identity, whether directly or indirectly, or specific data entered by any individual into the Sites or Products. In no event does the Aggregated Data include any personally identifiable information of individuals.
6. USER CONTENT STANDARDS
You agree that you will not post any User Content that (a) infringes or violates any other party’s intellectual property rights; (b) fails to comply with applicable laws and regulations, or (c) contains any expressions of hate, abuse, offensive images or conduct, or any similar content. Without limiting the foregoing, User Content must not:
• contain any defamatory, libelous, slanderous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, sexually explicit, pornographic, or otherwise objectionable (as determined by FPS in its sole discretion) material;
• promote sexually explicit or pornographic material, violence, or discrimination based on race, ethnicity, sex, religion, nationality, disability, sexual orientation or age;
• violate any person’s or party’s legal rights (including intellectual property rights, moral rights, and rights of publicity and privacy);
• impersonate any person or entity or misrepresent the identity or affiliation of the user or any other party;
• appear as if they are sent by or endorsed by FPS, Fisher & Phillips, LLP, or any other person, if this is not the case;
• be likely to or designed to deceive any person;
• contain any material that is unlawful or could result in civil or criminal liability;
• incite, advocate, promote, contribute to, enable, or assist any illegal or unlawful activity;
• involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter or advertising, other than as conducted by FPS in its operation of the Sites; or
• conflict with these Terms of Use or any other applicable law or policy.
7. MONITORING OR REMOVAL OF USER CONTENT
FPS is not responsible or liable to any third party and assumes no liability for any action or inaction regarding the posting of User Content by you or any user or third party. At its discretion FPS may, but is not obligated to, take steps to monitor User Content. However, FPS does not review material before it is posted and makes no guarantees regarding promptness of removal of objectionable material after it has been posted. FPS is not deemed to endorse, verify, or agree with any User Content.
FPS reserves the right, in its sole discretion, to (a) remove or refuse to post any User Content for any or no reason; (b) take any action with respect to any User Content that it deems necessary or appropriate, if FPS believes that it violates the Terms of Use or Content Standards, infringes any intellectual property rights, threatens a person’s safety, or could create liability for FPS; or (c) take any action FPS deems appropriate or advisable, including referral to law enforcement, for illegal or unauthorized User Content or use of the Sites, to prevent harm, or to protect against liability.
Without limiting the foregoing, FPS has the right to fully cooperate with any law enforcement authorities or court orders requesting or directing it to disclose the identity or other information of anyone posting any User Content. YOU WAIVE AND HOLD HARMLESS FPS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY FPS OR LAW ENFORCEMENT AUTHORITIES.
FPS HAS NO LIABILITY OR RESPONSIBILITY TO ANYONE FOR PERFORMANCE OR NONPERFORMANCE OF THE ACTIVITIES DESCRIBED IN THIS SECTION.
8. PROHIBITED USES
You may use the Sites, Services or Products offered therein only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Sites or Products offered therein:
• in any way that violates these Terms of Use, or any applicable law or regulation (including any laws regarding export of data or software to and from the United States or other countries and any copyright laws);
• for the purpose of exploiting, harming, or attempting to exploit or harm minors or any other person in any way by exposing them to inappropriate content, asking for PII, or otherwise;
• to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards;
• to transmit, or procure the transmission of, any advertising or promotional material except as expressly permitted on the Sites;
• to impersonate or attempt to impersonate FPS, an employee of FPS, another user or any other person or entity;
• to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as unilaterally determined by FPS, may harm FPS or users of the Sites, expose them to liability, or threaten the security of their PII;
• to interfere or attempt to interfere with the proper functioning of the Sites or Products;
• to decompile, reverse engineer, disassemble, rent, lease, loan, sublicense, create derivative works from the Sites, which includes the information and software made available therein.
9. INTELLECTUAL PROPERTY RIGHTS
This website, its design and all of its contents are copyright FPS. All rights reserved.
FPS, the Sites and its contents, including but not limited to the Products, text, graphics, logos, images, software, and the arrangement thereof, are the property of FPS or its content suppliers and are protected by United States and international copyright, trademark, and other intellectual property laws.
You may access and use the Sites and Products solely for your personal and non-commercial use, subject to their intended purpose. Any other use, including but not limited to the reproduction, modification, distribution, display, performance, publication, licensing, creation of derivative works from, transfer, or sale of any information, software, products, or services obtained from or otherwise connected with FPS, without the prior written permission of FPS or the owner of the intellectual property rights in the content, is expressly prohibited.
You acknowledge that FPS, the Sites and its Products may contain proprietary information, including but not limited to trademarks, service marks, logos, and trade names, and that any unauthorized use of such information may violate trademark laws, copyright laws, and/or other laws and regulations.
If you believe that your intellectual property rights have been infringed by any content or Products offered by FPS, please contact FPS’s designated agent for notice of claims of infringement: Jean Cleveland, General Counsel at jcleveland@fisherphillips.com. FPS will investigate and respond to any such claims in accordance with applicable laws and regulations.
By using FPS and its Products, you acknowledge and agree that any feedback, suggestions, or other information you provide to FPS regarding FPS or its Products or services may be used by FPS without any obligation to compensate you or provide attribution to you, and without any restriction or obligation of confidentiality, and you hereby grant FPS a non-exclusive, perpetual, royalty-free, irrevocable, worldwide license to use, copy, modify, distribute, display, perform, and create derivative works from such feedback, suggestions, or other information.
10. TRADEMARKS
The trademarks, service marks, logos, and trade names displayed on the Sites (collectively, the “Trademarks”) are the registered and unregistered trademarks of FPS, its affiliates, licensors, and/or other third parties. You may not use any of the Trademarks without the prior written permission of FPS or the third party that owns the Trademark. “FP Solutions” is a trade name for the law firm of Fisher Phillips, a Georgia limited liability partnership. The firm’s logo and its taglines are registered service marks of Fisher Phillips. They may not be used without our prior written permission.
You agree not to reproduce, modify, distribute, display, perform, publish, license, create derivative works from transfer, or sell any information, software, products, or services obtained from or otherwise connected with the Sites, including without limitation any Trademarks, without the prior written permission of FPS or the third party that owns the Trademark.
11. RELIANCE ON POSTED INFORMATION
The Sites may include content provided by third parties. Other than content provided by FPS, all statements and/or opinions expressed, all articles and responses to questions, and other content are solely the opinions and the responsibility of the party providing those materials. FPS is not responsible for the content or accuracy of any materials provided by any third parties. FPS does not warrant the accuracy, completeness, or reliability of any third party information on the Sites.
12. INFORMATION GATHERED ABOUT YOUR VISITS TO THE SITES
FPS may accumulate information about you and your use of the Sites, use of Products, and use of the marketplace, other content, and the FPS Services (such as search queries, viewing and usage data, available memory, log files, network diagnostics, voice information, and connectivity). Information provided to FPS may be processed in the cloud to improve your experience with our services and Products and may be stored on servers outside the country in which you live. We will handle any information we receive in accordance with FPS’s Privacy Policy. Please visit the Privacy Policy at https://www.fpsolutions.com/privacy-policy/ if you prefer to opt out of providing certain information.
13. LINKING TO THE SITES AND SOCIAL MEDIA FEATURES
You may link to FPS Sites, provided you do so in a way that is legal and does not damage or take advantage of the FPS reputation. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the part of FPS without the express written consent of FPS.
FPS’s Sites may offer integration with social media websites or apps. The Sites may provide features that enable you to (a) link from your own or certain third-party social media websites to particular content or types of content on the Sites; (b) send e-mails or other communications with certain content, or links to certain content, on the Sites; or (c) cause limited portions of content displayed on the Sites to be displayed or appear to be displayed on your own or certain third-party sites. You may use these features solely as FPS provides, and only with respect to the content that FPS makes available for this purpose. Such use must also be in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not (A) establish a link from any website or social media account that you do not own or control; (B) cause the FPS Sites or portions of it to be displayed, or appear to be displayed (by, for example, framing or in-line linking) on any other site; or (C) take any other action with respect to the material or content on the Sites that is inconsistent with any other provision of these Terms of Use.
The website from which you link, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with FPS in causing any unauthorized framing or linking to cease immediately. FPS may withdraw linking permission without prior notice. FPS may disable any or all social media features and any links at any time without notice.
14. LINKS FROM THE SITES
Links to non-FPS sites and resources provided on the FPS Sites are provided for your convenience only. They do not signify that FPS endorses any such websites or companies, including any sponsor(s). FPS has no control over those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from use of them. You access third party websites linked to the Sites entirely at your own risk and subject to the terms and conditions of such sites. Third party websites have their own terms of use and policies and are not subject to these Terms of Use.
You acknowledge that you are solely responsibility for, and assume all risk arising from, your use of any third-party websites or resources. FPS has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Sites. In addition, FPS will not, and cannot, monitor, verify, censor or edit the content of any third-party site or service. FPS encourages you to be aware when you leave the Sites and to read the terms and conditions and privacy policy of each third- party website or service that you visit or utilize. By accessing the Sites and Products, you release and hold FPS harmless from any and all liability arising from your use of any third-party website or service.
15. GEOGRAPHIC RESTRICTIONS
We provide Products for use only by parties located within the United States. We make no claims that the Products or any other content is accessible or appropriate outside of the United States. Access to the Sites by certain persons or in certain countries may not be legal. If you access the Sites from outside the United States, you do so on your own initiative, at your own risk, and are responsible for compliance with local laws.
16. DISCLAIMER OF WARRANTIES
THE SITES AND PRODUCTS ARE NOT GUARANTEED TO BE UP TO DATE, AND WE EXPRESSLY DISAVOW ANY OBLIGATION TO UPDATE ANY PREVIOUSLY POSTED MATERIAL THAT MAY LATER BE OVERRULED, REPEALED OR SUPERSEDED. NEITHER FPS NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE SITES AND PRODUCTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED. WE PROVIDE ALL PRODUCTS ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT MAKING ANY REPRESENTATIONS OR WARRANTIES AS TO THE COMPLETENESS OF THE MATERIAL PRESENTED HEREIN, AND WE ASSUME NO RESPONSIBILITY FOR ERRORS THAT MAY APPEAR. WE ALSO DISCLAIM RESPONSIBILITY FOR THE CONTENTS OR PRIVACY PRACTICES OF ANY THIRD PARTY WEBSITES THAT YOU MAY ACCESS THROUGH THIS SITE. YOUR USE OF THIS WEBSITE, AND OTHER SITES ACCESSED THROUGH THIS WEBSITE, IS AT YOUR OWN RISK AND WE WILL NOT BE HELD RESPONSIBLE FOR TRANSMISSION OF VIRUSES OR OTHER HARMFUL EFFECTS THAT MAY RESULT FROM SUCH USE. YOUR SOLE REMEDY FOR YOUR DISSATISFACTION WITH THE CONTENTS OR PERFORMANCE OF THIS WEBSITE IS TO CEASE USING THE WEBSITE.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, FPS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ESTABLISHING, PERFECTING, OR MAINTAINING COMPLIANCE WITH ANY PARTICULAR LAW OR LEGAL REQUIREMENT.
THE FOREGOING APPLY TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND DOES NOT EXCLUDE OR LIMIT ANY WARRANTIES TO THE EXTENT THAT THEY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN WHICH CASE THE FOREGOING LIMITATIONS WILL APPLY SOLELY TO THE EXTENT LEGALLY PERMISSIBLE.
17. LIMITATION ON LIABILITY
IN NO EVENT WILL FPS, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, OR DIRECTORS, OR AFFILIATES OR THEIR LICENSORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SITES, ANY WEBSITES LINKED TO THE SITES, ANY SITE CONTENT OR OTHER CONTENT ON THE SITES OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES OR SUCH OTHER WEBSITES. THIS LIMITATION INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM 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, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES.
THIS LIMITATION ON LIABILTY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF FORESEEABLE.
FPS’S LIABILITY TO ANY USER FOR ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SITES OR ANY CONTENT OR SERVICES PROVIDED THROUGH THE SITES, SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAID BY SUCH USER TO FPS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR ONE HUNDRED DOLLARS ($100).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FPS 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 USE OF THE SITES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. LIMITATION ON TIME TO FILE CLAIMS
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SITES OR THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR WILL BE FOREVER BARRED.
THIS LIMITATION ON TIME TO FILE CLAIMS SHALL APPLY TO ALL CLAIMS OR CAUSES OF ACTION, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF FORESEEABLE.
19. INDEMNIFICATION
You agree to indemnify FP Solutions and its parents, subsidiaries, affiliates, licensors and service providers, and their respective officers, directors, managers, employees, contractors, and agents (“Indemnified Parties”) for any damages or harm arising out of or based on any breach by you of any representation, warranty, or obligation under these Terms of Use. You further agree to defend, indemnify and hold harmless Indemnified Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your User Content and your use of the Sites or Products, including any violation of these Terms of Use or applicable law in connection therewith.
20. GOVERNING LAW AND JURISDICTION
You agree that all matters relating to the Sites and these Terms of Use 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 Georgia 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 that the exclusive venue for any litigation relating to, arising out of, or connected in any way to your use of the Sites shall be the courts of Fulton County, Georgia or the United States District Court for the Northern District of Georgia. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
21. FPS IS NOT RESPONSIBLE FOR THINGS FPS DOES NOT CONTROL
FPS is not responsible or liable for any delays or failures in performance from any cause beyond FPS’s control, including, but not limited to, acts of God, changes to laws or regulations, government orders, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, pandemics, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions of you or any other user. Without limiting the generality of the foregoing the Sites and the Products rely on third-party technology and services, such as application programming interfaces, for third-party services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, your use of or access to the Sites and the Products. Likewise, FPS cannot guarantee that any User Content hosted on a third-party server will remain secure.
22. TERMINATION AND SUSPENSION
Your access to and use of the Sites and Products and this Terms of Use will continue in effect until they are terminated by either you or FPS. You may terminate your access to and use of the Sites and Products and this Terms of Use through your account. FPS may terminate or suspend your access to the Sites and Products and this Terms of Use for any reason by providing you with fifteen (15) days advance notice. In addition, FPS may immediately terminate, restrict, or suspend your access to and use of the Sites and Products if FPS determines, in its sole discretion, that: (i) you are in violation of these Terms of Use, (ii) your actions are likely to cause legal liability for FPS or have a negative impact on the Sites or Products, or (iii) you have misrepresented any data or information or have engaged in fraudulent or deceptive or illegal activities.
23. CHANGES TO FPS PRODUCTS; AMENDMENTS
We may change, suspend, or discontinue the FPS Products, or any part of them, at any time without notice. We may amend any of this Agreement's terms at our sole discretion by posting the revised terms on the FP Solutions website or on this Site. Your continued use of FPS Products after the effective date of the revised Agreement constitutes your acceptance of the terms.
24. ASSIGNMENT
You may not assign these Terms of Use, by operation of law or otherwise, without FPS’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null. FPS may freely assign or transfer these Terms of Use without restriction.
25. SUCCESSORS AND ASSIGNS
The provisions of these Terms of Use shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. There are no third-party beneficiaries of these Terms of Use.
26. WAIVER AND SEVERABILITY
No waiver by FPS of any term or condition set forth in these Terms of Use 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 FPS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use 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 of Use will continue in full force and effect.
27. MERGER
The Terms of Use, Privacy Policy, and other policies located at https://www.fpsolutions.com/fp-solutions-policies/ constitute the sole and entire agreement between you and FPS with respect to the Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Sites.
28. ELECTRONIC TRANSMISSION
These Terms of Use, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of these Terms of Use or (ii) the fact that any signature or acceptance of these Terms of Use was transmitted or communicated through electronic means; and each party forever waives any related defense.
29. COMMENTS AND CONCERNS
This website is operated by FP Solutions, LLC located at https://www.fpsolutions.com and https://www.bluepencilbox.com
All feedback, comments, requests for technical support, and other communications relating to the Sites should be directed to: customerservice@fpsolutions.com.