Terms and Conditions of Use
Welcome to Fallon StarterKit. This website is owned and operated by Fallon Group, Inc. d/b/a Fallon Worldwide (“Fallon,” “we,” “us,” or “our”). These Terms and Conditions of Use (“Terms”) set forth the legally binding terms and conditions for your use of the Fallon StarterKit website, the submission of your presentation, and the related communications between us (the “Site”).
You acknowledge that by using the Site in any manner, including, but not limited to, visiting or browsing the Site or submitting content, information, or other materials through the Site, you are entering into a legally binding agreement with us. If you are using the Site on behalf of a corporate entity, partnership, or other organization of whatever description (“Legal Entity”), you should consult with the principal(s) and/or appropriate legal advisors on the fact that your use of the Site may bind the Legal Entity you are acting for. In order to use the Site, you need to have the legal authority to enter a binding contract with us and you cannot be barred from doing so under any applicable laws. Your agreement with us includes these Terms, the FAQs, and our Privacy Notice (together, the “Agreements”). If you don’t agree with these Agreements, then please don’t use the Site.
QUICK GUIDE TO CONTENTS
- 1. Introductions
- 2. Who May Use the Site?
- 3. Electronic Communications
- 4. Changes to the Agreements
- 5. Account
- 6. Your Understandings
- 7. License and Assignment
- 8. Code of Conduct
- 9. Technology limitations and modifications
- 10. Term and Termination
- 11. Warranty
- 12. Indemnity
- 13. Release
- 14. Limitation of Liability
- 15. Severability
- 16. No Partnership
- 17. Choice of law, Mandatory Arbitration and Venue
Thanks for choosing Fallon. Fallon is a purpose-driven, full-service advertising agency headquartered in Minneapolis. Fallon is providing this Site as a tool for startup projects seeking to raise funds via crowdsourcing. Through the Site you will submit your presentation to us (the “Presentation”), which we will review and consider in determining whether there is a mutual interest in working together.
2. Who May Use the Site?
You must be at least 18 years old to use the Site. If you are at least 18, but are still a minor (this depends on where you live), you must have your parent’s or legal guardian's permission to use the Site. Please have him or her read the Agreements with you.
3. Electronic Communications
When you use the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
4. Agreements and Changes to the Agreements
Upon receipt of your Presentation, Fallon will confirm receipt and evaluate your Presentation for project potential. Based on that evaluation, Fallon may invite you to participate in an interview to determine project viability prior to optionally presenting a Master Service Agreement. If Fallon decides not to proceed, it has no obligation to so inform you. You acknowledge that the extent of any evaluation or determination by Fallon whether or not to proceed further with you is entirely within Fallon’s discretion.
By submitting your Presentation, you acknowledge and agree that Fallon may obtain many Presentations in connection with this Site and/or other transactions, and that any such Presentations may be similar or identical in theme, idea, format and/or other respects to your or other Presentations submitted to and/or received by Fallon, or submitted to Fallon for other reasons or to other materials developed by Fallon. You waive any and all claims you may have had, may have, and/or may have in the future, that any Presentation and/or other works accepted, reviewed and/or used by Fallon may be similar to your Presentation, or that any compensation is due to you in connection with such Presentation or other works used or developed by Fallon.
Occasionally we may, in our discretion, make changes to the Agreements. When we make changes to the Agreements that we consider material, we’ll notify you through the Site. By continuing to use the Site after those changes are made, you are expressing and acknowledging your acceptance of the changes. We encourage you to check the Agreements regularly for updates.
5. Submitting a Presentation
You may not submit a Presentation on behalf a Legal Entity unless you have been authorized by that Legal Entity to do so. Presentations submitted on behalf of a Legal Entity must designate at least one individual as an authorized user who will have the authority to bind the Legal Entity. Fallon reserves the right to contact the Legal Entity you have submitted a Presentation on behalf of to verify that you have been authorized to submit a Presentation. You may never use another’s Presentation without permission from an authorized user. When submitting a Presentation, you must provide accurate and complete information. You are solely responsible for the activity that occurs in connection with the submission of your Presentation. You must notify Fallon immediately of any breach of security or unauthorized submission. Fallon will not be liable for your losses caused by any unauthorized submission to the Site.
6. Your Understandings
By submitting a Presentation, you represent and undertake that you currently, and that you will in the future, use and access the Site subject to the requirements of this Section. You further agree and understand:
- A. That Fallon is not, by providing the Site, providing investment, legal, tax, financial, accounting or other advice to you or any other party. You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.
- B. That you will be solely responsible at all times for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an “Accredited Investor” as that term is defined by Rule 501 of Regulation D of the Securities Act of 1933 and whether any investment otherwise complies with United States federal or local securities law (whether the law of a U.S. state or the law of any or foreign government with jurisdiction over you or any investor).
- C. That you have only included in your Presentation, and will only provide, Fallon with Content that you own or have the necessary licenses, rights, consents, and permissions to display and distribute. Content includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, or access, or provide to Fallon through the Site (“Content”). You are solely responsible for any Content you upload to the Site and for any consequences resulting therefrom.
7. License and Assignment
The Site is the property of the Fallon or Fallon’s licensees, and, subject to your acceptance of, and compliance with, these Terms, we grant you a non-assignable, non-exclusive, non-transferable, revocable limited licenses to make use of the Site (the “License”). This License shall remain in effect for a period of 20 years unless terminated by you or Fallon. All Fallon trademarks, service marks, trade names, logos, domain names, and any other features of the Fallon brand are the sole property of Fallon. This License does not grant you any rights to use the Fallon trademarks, service marks, trade names, logos, domain names, or any other features of the Fallon brand, whether for commercial or non-commercial use without written consent.
8. Code of Conduct
We’ve established a few ground rules for you to follow when using the Site. You agree to use this Site only for the purposes intended as permitted by (a) the terms of these Terms, and (b) applicable laws, regulations and generally accepted online practices or guidelines. Please follow these rules. You understand that:
- A. In order to access the Site, you may be required to provide certain information about yourself and your business (including information about your identity, finances, and business performance) as part of the registration process. You agree that any information you provide will be accurate, complete, and up to date.
- B. Accessing (or attempting to access) the Site by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) the Site through any automated, unethical or unconventional means.
- C. Engaging in any activity that disrupts or interferes with our Site, including the servers and/or networks to which our Site is located or connected, is strictly prohibited.
- D. Attempting to copy, duplicate, reproduce, sell, trade, or resell the Site is strictly prohibited.
- E. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
9. Technology Limitations and Modifications
Fallon will make reasonable efforts to keep the Site operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Fallon reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Site, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Site or any function or feature thereof. You understand and agree that Fallon has no obligation to maintain, support, upgrade, or update the Site, or to provide all or any specific content through the Site.
10. Term and Termination
These Terms will continue to apply to you until terminated by either you or Fallon. Fallon may terminate the Terms or suspend or terminate your access to the Site at any time, including in the event of your actual or suspected unauthorized use of the Site or non-compliance with these Terms. If you or Fallon terminates the Terms, or if Fallon suspends or terminates your access to the Site, you agree that Fallon shall have no liability or responsibility to you and Fallon will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
We endeavor to provide the best service we can, but you understand and agree that THE SITE IS PROVIDED “AS IS”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE SITE AT YOUR OWN RISK. FALLON DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, Fallon does not warrant, endorse, guarantee or assume responsibility for any third party websites, third party applications, third party application Content, or any other product or service advertised or offered by a third party on or through the Site or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that Fallon is not responsible or liable for any transaction between you and providers of third-party applications, Content, or products or services advertised on or through the Site. As with any purchase of a product or service through any medium or in any environment, you should use your judgment and exercise caution where appropriate. No advice or information whether oral or in writing obtained by you from Fallon shall create any warranty on behalf of Fallon in this regard. Some aspects of this section may not apply in some jurisdictions.
You shall defend, indemnify, and hold harmless Fallon, its parent, subsidiaries, affiliates and each of their respective officers, shareholders, employees, agents, directors, subsidiaries, successors, assigns, contractors, licensors, suppliers, and representatives (“Affiliates”) from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Site, Content, or Presentation, your providing any Presentation or Content to Fallon, or otherwise from violation of the Terms, or infringement by you, of any intellectual property or other right of any person or entity. Fallon reserves 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 Fallon in asserting any available defenses.
You hereby release any claims you may have against Fallon that is in any way related to the Site including your uploading Content or any transaction entered into as a result of your use of the Site. You are solely responsible for Content you provide or any transaction entered into, and for any resulting consequences.
If you are a resident in a jurisdiction that requires a specific statement regarding waiver and release then the following applies. For example, California residents must, as a condition of this Agreement, waive the applicability of California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing release.
14. Limitation of Liability
You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Site is to stop using the Site.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FALLON OR ANY FALLON AFFILIATE BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER FALLON OR SUCH AFFILIATE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (ii) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE EXCEEDING ONE DOLLAR (US$1.00).
Nothing in these Agreements removes or limits Fallon’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence. Some aspects of this Section may not apply in some jurisdictions.
Should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.
16. No Partnership
It is expressly understood and agreed that neither these Terms or nor anything in them shall constitute or be deemed to establish a partnership or joint venture between Fallon or any Fallon Affiliate (or any of its employees or agents) and you, nor the Legal Entity on behalf of which you are accessing the Site (or any of your or its Affiliates). Consequently, neither you, nor the Legal Entity on behalf of which you are accessing the Site (or any of your or its Affiliates) shall hold yourselves (or themselves) out to others (including, without limitation, or other users) as having any relationship with Fallon or any Fallon Affiliate other than as specifically set forth in these Agreements. Furthermore, neither you nor the Legal Entity on behalf of which you are using the Site shall be authorized to make representations or take any other action whatsoever on behalf of Fallon or any Fallon Affiliate. In performing these Terms, you will have no authority to bind Fallon or any Fallon Affiliate in any way and will make no representation to prospective users or other persons relative to Fallon or any Fallon Affiliate or other than expressly authorized by these Terms or otherwise in writing by Fallon.
17. Choice of law, Mandatory Arbitration and Venue
Choice of Law. These Agreements are subject to the law of the State of Minnesota, without regard to choice or conflicts of law principles
Mandatory Arbitration, Class Action Waiver, Limitation of Actions and Venue. You and Fallon agree that any dispute, claim or controversy arising out of or relating in any way to the Site or your use thereof, including the Agreements, shall be resolved by mandatory binding arbitration. The U.S. Federal Arbitration Act shall govern the interpretation and enforcement of this provision, and you and Fallon agree to waive the right to a trial by jury and to participate in a class or multi-party action. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the construction, validity, interpretation, applicability, enforceability, unconscionability, or formation of this Agreement and this arbitration requirement, and shall have the exclusive and sole authority to determine the arbitrability of any dispute, whether this arbitration agreement can be enforced against a non-signatory to this Agreement, and/or whether a non-signatory to this Agreement can enforce this provision against either party. The arbitration will be governed by the Commercial Arbitration Rules, and, if applicable the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by the Agreements, and as administered by the AAA. If you are an individual acting on your own behalf, you and Fallon agree that the Agreements involve interstate commerce and are subject to the Federal Arbitration Act. Any arbitration hearing shall be conducted within the county of your residence or, if agreed upon by both you and Fallon, or if you are acting on behalf of a Legal Entity, within the County of Hennepin.
YOU AND FALLON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void.
Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder to be paid by Fallon. Any arbitration costs or fees deemed “excessive” will be paid by Fallon. You and Fallon shall pay the costs of your own attorneys’ fees. Any award rendered in arbitration shall be final and conclusive upon the parties, and a judgment thereon may be entered in any state or federal court with jurisdiction. This arbitration provision shall survive termination of the Agreements and the termination of any submission.
Thank you for reading our Terms. We hope you enjoy the Site.
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Minneapolis, MN 55402