Monkey Knife Fight is a fully licensed and regulated Daily Fantasy Sports company and should be promoted as such. Any attempts to deviate from this could lead to us terminating your involvement in our affiliate program.
We do not allow the following terms to be used when describing or promoting MKF.
Bet, Bets, Betting, Bookmaker, Gamble, Gambling, Parlay, Side bets, Sports Betting, Sportsbook, Wager, Wagering, or similar
We do approve the following terms where describing or promoting MKF.
Buy-Ins, Contests, Daily Fantasy Prop Games, Daily Fantasy Sports, Entries, Entry fee, Games, Prizes
FANTASY SPORTS SHARK AFFILIATE REFERRAL FEE SCHEDULE
In consideration for your participation in the Fantasy Sports Shark, LLC ("FSS") Affiliate Program (the "Program"), FSS will pay you a guaranteed referral fee or revenue share referral fee. The referral fee payment selected will be designated in your approved application to the Program.
GUARANTEED PAYMENT REFERRAL FEE PROGRAM. For each referral [as defined in the Affiliate Program terms and conditions] FSS will pay you:
$30.00 for your first 25 referrals per month
$40.00 for your next 74 [26-99] referrals per month
$50.00 for each additional referral [100+] per month
LIMITED TIME PROMOTION
You will receive $50.00 for all referrals if you are accepted into the Program before October 31, 2019.
REVENUE SHARE REFERRAL FEE PROGRAM
FSS will pay affiliates 4% of total Net Entry Fees for all esports entries.
The term "Net Entry Fees" means the cumulative monthly total entry fees made by your referrals on the FSS Site, less any bonuses/promotional dollars and transaction fees.
Referral fees will be paid until the one (1) year anniversary date from each such referrals initial deposit with FSS. No referral fees shall be paid for any entry fees made after the one (1) year anniversary date from his/her initial deposit into a valid account with FSS.
Referral fees will be reported and paid monthly, provided that if the total referral fees for a given month are less than $50.00, payment will be held until the total commissions equal or exceed $50.00.
If a referral files a dispute regarding his/her original deposit or an entry fee paid, any referral fees concerning such disputed amount shall become frozen until the dispute is settled. If the dispute is settled in FSS s favor, any associated referral fees will become payable to you. If the dispute is settled in the referred player s favor, any associated referral fees shall not be paid to you and if referral fees have already been paid out to you, the amount of such referral fees on the disputed charges shall be debited from [deducted from] your account.
FSS may modify the referral fees paid by posting to the FSS affiliate Site or by email. Your participation in the Program after such changes or modifications have been made shall constitute your acceptance of the revised referral fees. If you do not agree to be bound by the revised referral fees do not use (or continue to use) the FFS affiliate Site or participate in the Program.
FANTASY SPORTS SHARK AFFILIATE PROGRAM TERMS AND CONDITIONS
These Affiliate Program Terms and Conditions (the?Agreement ) contains the complete terms and conditions between you (from here on "you", "your" or the "Affiliate") and Fantasy Sports Shark, LLC (from here on "FSS", "we", "our" or "us") regarding your participation in the FSS Affiliate Program (the "Program").
NOTE:?If you have a separate agreement with FSS regarding referrals to the FSS Site, then your separate agreement shall prevail over the terms of this Agreement pursuant to its terms and this Agreement shall not apply to you.
In order to become an affiliate of FSS you must submit a completed application form. You will find the application at https://affiliates.monkeyknifefight.com/registration.asp. FSS may accept or reject your application for any reason.
You acknowledge and agree that by participating in the Program you will be bound by all the terms and conditions in this Agreement.
FSS, in its sole discretion, may change or modify this Agreement and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to?https://learn.monkeyknifefight.com/affiliates?(the "Site"). You acknowledge and agree that (i) FSS may notify you of such changes or modifications by posting them?to?the?Site?and (ii)?your use of the Site or participation in the Program after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or participate in?the?Program.?In addition, FSS may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account information, including your email address, current. FSS assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
1.Program Description. Subject to the terms and conditions set forth in this Agreement, we grant to?you, the following:
1.1?A revocable, non-exclusive and nontransferable right to direct, refer or send visitors or users of websites you own and control (Your Website(s)) to our designated websites ("FSS Site(s)"). You will link Your Website to areas within the FSS Site using URLs specified by FSS.
1.2 A limited nonexclusive, nontransferable and revocable license to access and download promotional banners, and other promotional materials designated by FSS ("Promotional Materials") for use on Your Website for the exclusive purpose of advertising, marketing or promoting FSS Sites; however, the license herein granted shall automatically and immediately cease upon the termination of this Agreement. You may not sublicense, assign, or transfer any rights to use our marks, logos, brands or any part thereof, and any attempt at such sublicense, assignment, or transfer is void ab initio. You may only use the Promotional Materials that we provide and shall not alter their appearance without our written approval. Use of any other promotional materials in connection with the Program is subject to our prior written approval.
2.?Your Warranties To Us. You agree and warrant as follows:
2.1?That you will adhere to the terms of this Agreement.
2.2?That you will not use any form of mass unsolicited electronic mail solicitations, newsgroup postings, automated comment posting, search engine link spamming, IRC posting or any other form of "spamming" as a means of promoting Your Websites or for the purpose of directing or referring users to any FSS websites. That you will comply with the United States CAN-SPAM Act of 2003 as may be amended from time to time.
IF YOU SPAM OR BREACH ANY PART OF THIS AGREEMENT, YOUR PARTICIPATION IN THE PROGRAM WILL BE TERMINATED, YOU WILL BE BARRED FROM FUTURE PARTICIPATION IN THE PROGRAM.
2.3?That you shall not undertake or engage in the following practices, and any violation of this paragraph?shall?be?deemed?a breach of this?Agreement: (a)?use or?otherwise?incorporate?any of our brands, marks or logos, including, but not?limited?to?"MonketKnifeFight"?and?any variation, misspelling or portions of any of the foregoing, in the domain name(s) of any of Your websites, or in meta tags, hidden text or source codes. In?case?of?doubt?or?similarity?of?a domain name?to any of?our brands,?marks or logos,?you agree?to obtain written consent from?us prior to registration or use of the domain name;?(b)?Modify?or?alter?the?Promotional Materials in any way; (c) Make any representations, either express or implied, or create an appearance that a visitor to Your?website is visiting?a?FSS Site; e.g., "framing" the?FSS Site;?(d)?Bid on and/or acquire rights to our brands, marks or logos and any variations, misspellings or portions of any of the foregoing through an Internet Search Auction?or?otherwise,?unless expressly and explicitly authorized in writing by Us; (e) use any mark, brand,?logo,?name?or domain name of any type which is confusingly similar to?any?of?our?marks,?logos?or?brands other than in accordance with the terms of this?Agreement;?(f)?imply that?you?represent?Us, such as "official site" (g) use Promotional Materials other?than?as?authorized?and?intended herein to promote FSS?Sites?or?(h)?engage?in?any?marketing?by?way?of?pay-per-click, sponsored links, search engines' keywords, adwords?or?similar?promotion which utilizes any of our brands, marks or logos or any variations, misspellings or portions of any of the foregoing.
2.4?That you will not include within any website?that contains any of our?brands,?marks or?logos, Promotional Materials or provide a link to or from any website that contains any of our brands, marks or logos, Promotional Materials, any of the following content or material:
(i)?Obscene material, including without limitation any material depicting bestiality, rape or torture.
(ii)?Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
(iii)?Any material in which persons under the age of eighteen (18) are depicted in actual, simulated or suggestive sexual situations;
(iv)?Any material which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(v)?Any material which constitutes an infringement, misappropriation or violation of any person's intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights; or
(vi)?Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is?intended?or unintended, which may cause?damage to any computer equipment,?loss or corruption of data?or programs or inconvenience to any person.
2.5?That all materials of every kind, including photographic, videographic, audio and textual materials used in direct or indirect association with materials provided through the Program shall only be transmitted, distributed, broadcast and otherwise disseminated by you in accordance with applicable law.
2.6?That you will remain a Program participant in good standing at all times you are receiving benefits or are otherwise participating in the Program.
2.7?That you are a person over the age of eighteen (18) years or if the legal age of majority is greater than eighteen (18), the age of majority in the jurisdiction in which you reside.
2.8?That You are authorized to enter into this Agreement and that you own the rights to Your website.
If you are entering into this Agreement on behalf?of?a?corporate?entity,?you?represent?and warrant that you have the legal authority to bind such corporate?entity?to?the?terms?and conditions contained in this Agreement, in which case the?terms "you"?or?"your"?shall?refer?to such corporate entity. If, after your electronic acceptance of this Agreement, we find that you do not have the legal authority to bind such corporate entity, you will be personally responsible for?the obligations contained in this Agreement. We shall not be liable for any loss or damage resulting from our reliance on any instruction, notice, document or communication reasonably believed by us to be genuine and originating from an authorized representative of?your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, we reserve the right (but undertakes no duty) to require additional authentication from you.
2.9?If you are a citizen or resident alien of the?United?States?or?a?United?States?entity?or foreign entity authorized to do business in the United States, you shall supply us with a valid taxpayer identification number that is representative of, and exactly matches the "Payee Name" you provide. Your failure to supply that information will constitute a breach of this Agreement and a basis for terminating this Agreement. To comply with IRS reporting requirements, we have the right to use a reporting agency to verify and/or modify "Payee Name" information as warranted
2.10?That you will not infringe upon any third party's rights in advertising, marketing or promoting the FSS Sites.
2.11?That all information you submit when you create your account is accurate, current and complete, and that you will keep your account information accurate, current and complete. If we have reason to believe that your account information is untrue, inaccurate, out-of-date or incomplete, we reserve the right, in our sole discretion, to suspend or terminate this Agreement and your participation in the Program.
3.?Limitations Of Your Participation In The Program. You acknowledge and agree that Your participation in the Program and Program benefits are subject to the following limitations:
3.1?Only persons over the age of eighteen (18) years or if the legal age of majority is greater than eighteen (18), the age of majority in the jurisdiction in which you reside, may participate in the Program. If you are entering into this Agreement on behalf of a corporate entity, the person agreeing to this Agreement represents and warrants that he/she is over the age of eighteen (18) years or if the legal age of majority is greater than eighteen (18), the age of majority in the jurisdiction in which he/she resides.
3.2?We have the right to terminate your participation in the Program at any time and may do so with or without prior notice or cause.
3.3?Your rights and obligations under the Program are not transferable by You and may only be used by You in association with Your Website while you are participating in the Program and are a participant in good standing.
3.4?All Program materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to you as part of this Program shall remain the property of FSS and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by us in writing.
3.5?Nothing herein shall be construed as a grant or assignment of any rights in any of our intellectual property, including, without limitation, any of our trademarks or service marks.
4.?Program Benefits. For each new and unique person who is tracked and verified as a "referral" to the FSS Site from Your Website and then opens a valid account and makes a deposit with FSS on the FSS Website and provided you are not in breach of this Agreement, you will receive a "referral fee" pursuant to the fee structure set forth in the applicable referral fee schedule. You acknowledge receipt of the referral fee schedule.
4.1?A "referral" from Your Website which entitles you to a "referral fee" shall be defined as follows:
(i)?A person who has been directed to the FSS Site through the use of a hypertext transfer link residing on Your Website which is in the form of a banner ad or other promotional link which automatically connects any person who clicks on said banner ad or other promotional link to?the FSS?Site, and which banner?ad or?other promotional link?has been supplied?to?you as part?of the Program; and
(ii)?A person who after having been directed to the FSS Site through the use of the hyperlink banner ad or other promotional link supplied to you as part of the Program residing on Your Website and then opens a valid account and makes a deposit with FSS on the FSS Website;
(iii)?A person shall not be deemed a "referral" entitling you to a commission or "referral fee" if that person leaves the FSS Site after having been directed there through the hyperlink banner ad or other promotional link which has been supplied to you as part of the Program located on Your Website, without opening a valid account with FSS and making a deposit with FSS on the FSS Website, even if at some later time that same person returns to the FSS Site on his own or via a third party link and at that later time opens a valid account and makes a deposit with FSS on the FSS Website.
4.2?You acknowledge and agree that you shall not be entitled to a commission or referral fee for any FSS Site player who you sent or referred to the FSS Site in violation of the terms of this Agreement, or for any FSS Site player who does not fall within the terms of Paragraphs 4.1 (i) & (ii) or who is excluded under the terms of Paragraph 4.1 (iii).
4.3?You also acknowledge and agree that you shall not be entitled to a commission or referral fee from FSS for any player which FSS determines is the result of possible fraudulent activity. You further acknowledge and agree that FSS shall have the right, in its sole and exclusive discretion, at any time to expand or modify what it determines to constitute possible fraudulent activity. Without limiting the foregoing, possible fraudulent activity shall include without limitation, the following circumstances or activities:
(i)?Where the player has used or attempts to use a credit card number which is in a negative data base;
(ii)?Where there are multiple players from a single IP address within a short period of time;
(iii)?Where there are sequential or multiple players under different names, or variations of the same name using the same credit card number, or sequential names or patterns of names using different credit card numbers;
(iv)?Where there has been an attempt to put through a credit card with a bin number that is listed in a negative bin number database;
(v)?Where there have been sequential or multiple attempts to register or subscribe from a credit card using the same bin number and sequential or multiple number strings to complete the credit card number.
4.4?You acknowledge and agree that FSS shall have the right to deny or withhold payment from You and to terminate this Agreement and your participation in the Program if we determine there has been an abnormal number of chargebacks or cancellation which have been referred to the FSS Site through Your Website.
4.5?All commissions and referral fees due and payable hereunder shall be payable in United States Dollars.
4.6?You acknowledge that our internet tracking services are subject to factors beyond our reasonable control that may cause discrepancies in matching qualifying links to subscribers. For example, we are not able to track transactions involving customers with browsers set to disable "cookies" and who browse other websites owned or operated by other program affiliates before completing their purchase of a subscription. You acknowledge that such discrepancies are unavoidable with internet tracking and will not constitute a breach of this Agreement.
5.?No Joint Or Collaborative Venture; No Monitoring Or Control Of your Content By Us. Nothing in this Agreement is intended by us or you to create or constitute a joint or collaborative venture or partnership of any kind between you and Us, nor shall anything in this Agreement be construed as constituting or creating any agency, employment relationship, joint or collaborative venture or partnership between You and Us, its employees, agents or assigns.
5.1?You acknowledge and agree that we shall have no control, or ownership interests of any kind in your business or Your Website, and that you have full responsibility for the content and operation of Your Website.
5.2?You acknowledge and agree that you shall have no financial or other interest in FSS or any property owned by FSS, its affiliates, agents, successors or assigns.
5.3?You acknowledge and agree that your relationship with us shall be restricted to matters pertaining to the Program exclusively and shall be governed entirely by the terms and conditions of this Agreement.
5.4?You acknowledge and agree that we have no direct or indirect control over the manner of your services, or the amount of time or duration of your services in connection with the Program.
5.5?You further acknowledge that you shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through Your Website.
6.?No Guarantees or Warranties Of Any Kind. You acknowledge and agree that FSS makes no guaranties or warranties of any kind with respect to the Program or materials provided by, through or in association with the Program, and all materials are provided to you "as is", and that use of the Program and associated materials, including, without limitation is solely at your risk. FSS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE PROGRAM AND ANY AND ALL MATERIALS OF EVERY KIND SUPPLIED TO YOU AS PART OF THIS PROGRAM.
7.?FSS Limited Liability and Liquidated Damages. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL FSS, ITS EMPLOYEES, INDEPENDENT CONTRACTORS, AUTHORS, AGENTS, REPRESENTATIVES, ASSIGNS AND SUCCESSORS BE LIABLE TO YOU, OR ANY OTHER PERSON?OR ENTITY, FOR ANY DIRECT OR INDIRECT LOSSES, INJURIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) WITH REGARD TO ANY LINK TO ANY FSS SITE, OR ARISING FROM OR IN CONNECTION WITH THE USE OF THE PROMOTIONAL MATERIALS, OR DUE TO ANY MISTAKES, OMISSIONS, DELAYS, ERRORS, INTERRUPTIONS IN THE TRANSMISSION, OR RECEIPT OF FSS'S SERVICES, CONTENT OR PROGRAM MATERIALS, INCLUDING WITHOUT LIMITATION ANY LOSSES DUE TO SERVER PROBLEMS OR DUE TO INCORRECT PLACEMENT OF HTML.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PROGRAM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL REFERRAL FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING COMMENCMENT OF THE ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
8.?No Representations Of Success Or Profitability. You hereby confirm and acknowledge that neither FSS, any agent or representative of FSS, nor any other person has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding:
(a)?the potential profitability or likelihood of success of your participation in the Program as?set forth in this Agreement or otherwise;
(b)?the possibility or likelihood that use of any products and/or services provide pursuant to this Agreement can or will result in the recoupment of any funds expended by you; or
(c)?the existence, nonexistence, size or any other characteristics of any market for any products or services which involve your participation in the Program pursuant to this Agreement.
8.1?You expressly acknowledge and agree that the success of any business endeavors which involve your participation in the Program pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the?effectiveness?of?advertising?and promotion, your administrative capabilities, and that the ultimate success or failure of your business rests with you and not?FSS.?You further expressly agree not to raise any claim of any?kind against FSS and you agree to hold FSS harmless from any claim of loss to You directly or indirectly resulting from your decision to participate in?the?Program?pursuant?to?this Agreement, excluding claims solely arising from our gross negligence or willful misconduct.
9.?No Monitoring Or Supervision Provided By Us. We do not monitor, supervise or review, and shall not?be responsible for any content appearing or otherwise distributed on, at or in association with Your Website except for Promotional Materials that have not been altered or modified by you or any other party. You are responsible for compliance with all local laws, rules and regulations with regard to viewing or access to Promotional Materials.
10.?Term and Termination Of Agreement. You acknowledge and agree that the term of this Agreement is at will, and this Agreement and/or the FSS Program may be terminated by FSS, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.?You may terminate participation in the Program by notifying FSS by E-mail at email@example.com of your intent to terminate. Upon termination, all?rights?granted?to?you?hereunder?shall?cease?and?you shall immediately and cease?all use of all materials provided to?you by us through the Program and that?you will remove all files containing materials provided to?you?pursuant?to?the?Program?from?Your website.
10.1?In the event of termination, you shall be entitled to all unpaid commissions or referral fees earned by you prior to the date and hour of termination provided you are not in breach. If this Agreement is terminated for your breach, we shall have the option to retain all referral Fees otherwise due to you under this Agreement as liquidated damages, and not as a penalty, or to pursue actual damages. Unless expressly stated in the link set forth in Paragraph 4 of this Agreement, you shall not be entitled to receive any commissions or referral fees for any "referrals" delivered or received after the date and time of termination.
10.2?IF you breach the?provisions of?Paragraph 2.4,?in addition to other remedies available?to?us at law, we shall have the right to become registered as the registrant of all domain names registered or utilized by you?which utilizes?any of our?brands,?marks?or?logos,?including,?but not limited to "MonkeyKnifeFight" and any variations, misspellings or portions of any of the foregoing and you shall assist us and/or shall assign to?us?all?the?said?domain?names irrespective of whether they are top level generic domain name, top country level domains or otherwise.
11.1?This Agreement constitutes the entire agreement between you and FSS with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
11.2?You agree that no modification of this Agreement by you, your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by a duly authorized representative of FSS.
11.3?You agree that no officer, employee or representative of you or FSS has any authority to make any representation or promise in connection with this Agreement or the subject matter thereof which is not contained expressly in this Agreement; and?you?acknowledge?and agree that You have not executed this Agreement in reliance upon any?such?representation?or promise.
11.4?You acknowledge and agree that the failure of FSS to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
11.5?You agree that all promises, obligations, duties and warranties made by you in this Agreement are personal to you and that neither they nor any benefits hereunder may be assigned by you to any other person or entity.
11.6?You agree that FSS may at any time, and without prior notice to you, freely assign all or part of its duties, obligations and benefits hereunder.
11.7?You agree that all your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
11.8?You agree that We make no representation or warranty that the Program Materials or the products or services found at the FSS Site are appropriate in every country or jurisdiction.?You?are responsible for compliance with all local laws, rules and regulations.
12.?Arbitration; Waiver of Class Action; Choice of Law.?Any and all disputes as to the interpretation of, or any performance under, this Agreement which are not first resolved informally, shall be determined by binding arbitration in Los Angeles, California in accordance with the rules of the American Arbitration Association.?The Arbitration fees shall be split 50-50 between FSS and you.?The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions hereof. The prevailing party shall not be entitled to attorney fees. FSS and you will pay their respective attorney fees. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the State of California and the United States. Notwithstanding anything to the contrary, We shall have the option to resolve any dispute regarding our intellectual property rights in a court of competent jurisdiction in Los Angeles, California. You hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue with respect to any proceeding in Los Angeles, California. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND FSS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable?for?any reason or that an arbitration can proceed on a class basis, then the?arbitration provision set?forth?above shall be deemed null and void?in?its entirety?and the parties?shall be?deemed?to have?not?agreed to arbitrate disputes.
This Agreement is executed in California and all its provisions shall be governed by and construed according to the laws and judicial decisions of the State of California and the United States when applicable.
13.?Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. In the event that any such provision?is deemed to be invalid, the parties agree that a court or arbitrator making such judgment shall have the ability to interpret and apply such provision to the fullest extent permitted by law, within such provisions original intent, and still maintain its validity.
14.?Construction. This Agreement shall not be construed against either party on the basis of that party being the drafter of such terms.