FOXFLASH

FOXFLASH Usage Agreement


                                    July 26, 2024

This End User License Agreement (the “Agreement”) sets forth the terms and conditions which apply to your use of this FOXFLASH website (the “Site”) and Materials (as defined in Section 1), which are offered by Fox Broadcasting Company, LLC (“FBC” or “we”). All references to “you” or “your” will be deemed to refer to you personally and your agency and/or your employer, as applicable. You acknowledge and agree that you are authorized to act and give consent(s) and authorization(s) hereunder, on behalf of your agency or employer, as applicable, and use the Site and obtain Material to use solely in accordance with this Agreement. By visiting the Site or downloading Material, information and/or photographs (subject to FBC’s further approval) from the Site, you agree that you will abide by the terms and conditions of this Agreement just as if you had signed this Agreement. If you do not agree to be bound by the terms of this Agreement, do not use this Site or the Material. FBC reserves the right to change or modify this Agreement, in FBC’s sole discretion, and reserves the right to withdraw or update any portion of the Site or Materials, including but not limited to Material, information and/or photographs available on the Site, or to suspend the rights of any user of the Site or Materials for any reason in FBC’s sole discretion. If you disagree with any modifications to this Agreement made by FBC, please do not make any further use of the Site or Material.

IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION: BY USING THIS SITE AND/OR ACCEPTING THIS AGREEMENT, YOU AND WE ARE AGREEING (WITH LIMITED EXCEPTIONS) TO RESOLVE ANY DISPUTE BETWEEN US THROUGH A DISPUTE RESOLUTION PROCEDURE DESCRIBED IN THE [ARBITRATION SECTION 15](#section-15) BELOW. YOU AND FBC WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. PLEASE REVIEW CAREFULLY THE [ARBITRATION SECTION 15](#section-15) BELOW TITLED “INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING THIS DIPSUTE RESOLUTION PROCEDURE (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

1. By completing the registration process and obtaining a password, you represent and warrant that you are authorized to request, on behalf of yourself, your agency, or as applicable, your employer, a non-exclusive, limited license to use the material consisting of written executive biographical information and publicity materials, and photographs available through this Site (collectively, the “Material”). You further represent and warrant that you are authorized, on behalf of yourself, your agency, or your employer, as applicable, to obtain, secure and use Materials solely for informational, non-commercial, and publicity purposes only (collectively, “Limited Publicity Uses”) and/or in your editorial printed materials (“Licensee Publications”). You further represent and warrant that you are only using the Site (and will use Materials) solely in your professional capacity. FBC hereby grants you a non-exclusive, limited license to download and use a single copy of the Material for Limited Publicity Purposes and/or in Publications, all in accordance with this Agreement and strictly for the Limited Publicity Uses on Licensee Publications. You agree that you will not (and will not enable any third party to) sell, redistribute, repurpose, relicense, or sublicense the Material in any manner. All other uses of the Material, including, but not limited to, those involving advanced technologies, online services, artificial intelligence or machine learning, push technology, broadcast, and all other mediums are expressly reserved by and for the exclusive use by FBC. Passwords are non-transferable and you are responsible for the storage and security of your password and related credentials. You may not attempt to gain unauthorized access to the Site through hacking, password mining, or any other means, and you agree to notify FBC immediately if you suspect any unauthorized use of, or access to, your account or password.

2. You agree not to use the Material in any manner that is in any way objectionable, or in conjunction with other material or information that is in any way objectionable. As used herein, “objectionable” means any material or information in any medium or format, including, without limitation, text, data, graphics, audio or video content (or use of the content) that: (a) is libelous or defamatory, pornographic, sexually explicit, unlawful or plagiarized; (b) a reasonable person would consider harassing, abusive, threatening, harmful, vulgar, profane, obscene, excessively violent, racially, ethnically or otherwise objectionable or offensive in any way; (c) constitutes a breach of any person’s privacy or publicity rights, a misrepresentation of facts, hate speech or an infringement of any third party’s intellectual property rights of any kind, including, without limitation, copyright, patent, trademark, industrial design, trade secret, confidentiality or moral rights; (d) violates or encourages others to violate any applicable law; (e) promotes software or services that deliver unsolicited email; (f) contain direct links (by a single click) to web sites that contains information of the kind described in this definition; (g) interferes with the proper working of the Site by introducing any viruses, Trojan horses, worms or other material that is malicious or technologically harmful; (h) is for the development of any software program, including, but not limited to, training or otherwise developing a machine learning or artificial intelligence system or algorithm or (i) use any robot, spider or other automatic device, process or means to access the Site, including for copying any Material on the Site, or use any manual process to copy any of the Material on the Site for any purpose not expressly stated in this Agreement.

3. You agree that FBC or, as applicable FBC Affiliate(s), as determined by FBC is the exclusive owner(s) of all rights, title, and interest in and to the Material, including, without limitation, all copyrights, trademark rights and publicity rights associated therewith and therein. You agree not to use the Material in any way that may violate or is inconsistent with the terms of this Agreement or in violation of applicable law. FBC shall, at all times, anywhere in the world and in all media, have the right to use and authorize others to use the Material in any manner and in FBC’s sole discretion.For purposes of this Agreement: (a) “Fox Affiliate(s)” shall be defined as any entity that directly or indirectly controls, is controlled by, or is under common control with FBC, and (b) all references to FBC in this Agreement will be deemed to also refer to Fox Affiliate(s), where applicable.

4. The term of the license to Material shall commence upon your registration with the Site and FBC’ written approval, continue as long as you continue to access the Site and/or use the Materials, subject to FBC’s right of termination under Section 9 of this Agreement. You represent and warrant that any information you provide on the Site or in connection with your registration on the Site is true and accurate.

5. You agree that you will not use the Material in advertisements or promotions of any kind, including, without limitation, in connection with promotional or marketing tie-ins.

6. You agree that any use of Material will only be used for Limited Publicity Uses and/or in the Licensee Publications and in no event will you alter, edit or otherwise manipulate Material in any way or enable any third-party to do the same.

7. You agree that you will not take or use still "screen grab" images from moving of the Material on the Site or elsewhere,without FBC’s prior written consent in each instance. You understand and agree that if the Material contains audio and/or video elements, then you shall not be entitled to use any such audio and/or video Material without FBC´s prior written approval.

8. Except as otherwise expressly provided in this Agreement, you may not use FBC logos, names or brandings or other proprietary graphics of FBC.

9. This Agreement may be terminated by FBC at any time and in FBC’s sole discretion. Immediately upon the termination of this Agreement, you shall cease all use(s) of the Material and remove all Material from Licensee Publications, take down all hyperlinks to the Site, delete all saved Material from your archive and computer, and securely destroy all Material in physical, and printed format (unless directed by FBC to return to FBC).

10. You agree to indemnify and hold FBC, its FBC Affiliates, stations affiliated with FBC, producers of FBC content and Material, each advertiser, sponsor and their advertising agencies, subcontractors and other partners, and their respective officers, executives, agents, partners, and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your use or misuse of the Site or the Material (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this Agreement, your violation of any rights of another or any Material that you transmit or publish.

11. Governing Law; Jury Trial Waiver; Barred Actions.This Agreement will be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. Except with respect to disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement referenced below, you and FBC agree to submit to the exclusive jurisdiction of the courts located in Los Angeles, California to resolve any dispute arising out of the Agreement, the Site or Material.

YOU HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR MATERIAL.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR MATERIAL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

12. Privacy. Details of how we process any personal data you provide to FBC, including in connection with your use of the Site, can be found in our [Privacy Policy](https://privacy.fox.com/b2bprivacy-policy), which is incorporated into and is a part of this Agreement by this reference. You acknowledge that you have no expectation of confidentiality with respect to the Material and that such Material may be widely accessed and used.

13. DISCLAIMER. FBC intends to provide the most current information available about FBC’s executives and leadership and to make efforts to ensure that the Materials on the Site are updated on a regular basis. However, FBC makes no guarantee that the Materials on the Site are accurate and FBC is not responsible for any errors or omissions in the Materials provided. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND FBC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE OPERATION OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. FBC makes no guarantees with respect to the Materials provided on this Site, and neither FBC nor any of its employees, staff, officers, directors or agents, shall have any liability as a result of your use of Material or the Site, including, without limitation, internet disruption, interrupted service, errors or delays in providing the Site. In no event shall FBC be liable for indirect, exemplary, special, incidental or consequential damages, or costs, including, but not limited to, any lost profits or revenues, loss of use or goodwill, or any third-party claims, even if such party has been advised of the possibility of such damages.

14. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FBC'S LIABILITY TO YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICABLE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICALE TO FBC FOR USE OF MATERIAL ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FBC WILL NOT BE LIABLE TO YOU, YOUR AGENCY, EMPLOYER, AND/OR ANY THIRD PARTY FOR ANY DAMAGES OTHER THAN THE AMOUNT PAID, IF ANY, BY YOU, YOUR AGENCY, OR YOUR EMPLOYER, AS APPLICABLE TO FBC FOR ACCESS TO THE SITE AND LIMITED PUBLICITY USES OF MATERIAL, INCLUDING ANY OTHER GENERAL, DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE FBC SERVICES.

YOU, YOUR AGENCY, AND/OR YOUR EMPLOYER, AS APPLICABLE ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU, YOUR AGENCY AND/OR YOUR EMPLOYER, INCUR ARISING OUT OF FBC’S ACTS OR OMISSIONS OR YOU, YOUR AGENCY AND/OR YOUR EMPLOYER'S USE OF THE SITE OR MATERIAL ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE, YOU, YOUR AGENCY OR YOUR EMPLOYER, TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON’S ABILITY TO ACCESS ANY PORTION OF THE SITE OR MATERIAL.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FBC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. FOR CLARIFICATION, THIS AGREEMENT DOES NOT LIMIT FBC’S LIABILITY FOR FRAUD, FRAUDULENT MISRPERESENTATION, DEATH, OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW WOULD PROHIBIT SUCH A LIMITATION.

15. INFORMAL DISPUTE RESOLUTION PROCEDURE, ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

So that FBC can maintain the ability to offer you and other users the FBC Service, you and we agree to the following mechanisms for resolving any Dispute between us:

a. Dispute.The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and FBC, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and FBC that arise from or in any way relate to or concern any Content, the Site or services provided by FBC including but not limited to the FBC Services (as defined above), this Section 15, any other aspect of this Agreement or any prior versions of this Agreement (including their applicability and their conformance to applicable law), and any disputes relating to telephonic, text message, or any other communications either of us received from the other. The only exceptions to this Section 15 are that: (i) each of you and FBC retains the right to sue in small claims court; (ii) each of you and FBC may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (iii) each of you and FBC may bring suit in court to determine the enforceability of Sub-Section 15.b. and/or Sub-Section 15.k.

b. Mandatory Informal Dispute Resolution Process. You and FBC agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or FBC wants to bring or resolve a Dispute, you or FBC must follow the mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:

i. Notice. You or FBC must first send to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the FBC Service to which the Notice relates, and the relief requested, including damages, if any, and a detailed calculation for them. Your Notice also must contain your email address and (if different) the email address associated with your FBC account (if you have an account with FBC). Our Notice must also be sent to your email address associated with your FBC account (if you have an account with FBC), and you consent to receive any such Notice as part of these dispute resolution terms. You and we must include in any Notice to each other a personally signed statement (from you or us—not from your or our counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing FBC to disclose your FBC account details to your attorney while seeking to resolve your claim. We each must individualize our Notice, meaning it can concern only our Dispute and no other person’s Dispute. You must send your Notice to FBC by email to Arbitration-Notice@fox.com or by mail to: Arbitration Notice of Dispute, Fox Corporation, 2121 Avenue of the Stars, Suite 1200, Los Angeles, California, 90067. In the case of a Dispute initiated by you or us, it is the sender’s responsibility to prove that the sender provided the notice in the manner that is required in this paragraph.

ii. Good Faith Effort to Informally Resolve Dispute. After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and FBC agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference and both parties will personally attend (with counsel, if represented). You and FBC agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If you and FBC do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or FBC may commence a proceeding as noted below.

c. Arbitration Agreement. If you and we do not resolve the Dispute within 60 days of the submission of the Notice in accordance with the Informal Dispute Resolution Procedures, FBC, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute between you and FBC, regarding any aspect of your relationship with FBC, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court, subject to the exceptions noted in Sub-Section 15.g. below. Thus, subject to those exceptions, you and FBC agree to give up the right to sue in court, including that you and FBC agree to waive their right to a jury trial.

d. Controlling Law Regarding Arbitration Process and Agreement to Arbitrate. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the provisions in Section 15 related to the arbitration process. The agreements in Section 15 shall survive termination of the Agreement. Any original action to compel arbitration under Section 4 of the FAA (or analogous state law) must be brought in a state or federal court located in New York City, unless mandated by law to be filed in another state or federal court. If the FAA is found to not apply to any issue regarding the interpretation or enforcement of the parties’ agreement to arbitrate, then that issue shall be determined by the laws of the State of New York. Any arbitration between you and FBC will be administered by the American Arbitration Association (“AAA”) pursuant to their then-applicable rules, including their mass arbitration supplementary rules and mass arbitration fee schedule, as applicable, as modified by Section 15. AAA’s rules and fee schedules can be found at [www.adr.org](http://www.adr.org/). Except in the event of a Mass Arbitration as described in Sub-Section 15.k. below, the arbitration shall be conducted by a single, neutral arbitrator. If you and FBC cannot agree on an arbitrator, the arbitrator will be appointed pursuant to the AAA’s rules.

e. Alternative Arbitration Provider. If AAA is not available to arbitrate, including because it is not able to administer the arbitration(s) consistent with the rules, procedures, and terms of Section 15, including those described in Sub-Section 15.k., the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Section 15, including, as applicable, Sub-Section 15.k. Section 15 will govern to the extent it conflicts with the arbitration provider’s rules. For arbitrations before the AAA, the AAA’s Consumer Arbitration Rules and Optional Rules For Emergency Measures of Protection shall apply.

f. Filing Fee and Costs. The initiating party must pay all filing fees for the arbitration. Your and FBC’s responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.

g. Waiver of Fees and Costs. You may qualify for a waiver of certain arbitration costs under the applicable arbitration provider’s rules or other applicable law. If you meet the standard for proceeding in forma pauperis in federal court, the state court of your residence, or the state court where the arbitration is brought, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, FBC will pay the filing fees for you.

h. Enforceability of Certain Provisions of Section 15. Notwithstanding Sub-Section 15.c. through Sub-Section 15.g., a claim regarding enforceability of any portion of Sub-Section 15.b. and/or Sub-Section 15.k. must be brought in federal or state court. Courts shall have the exclusive authority to determine: (i) the enforceability of any or all of the procedures set forth in Sub-Section 15.b. and/or Sub-Section 15.k.; and (ii) if any or all the procedures set forth in Sub-Section 15.b. and/or Sub-Section 15.k. are unenforceable, whether that or those procedures are severable from the remaining provisions of Section 15 and the consequences of said severance. If the court determines that Sub-Section 15.b. is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with the process in Sub-Section 15.b.

i. You and FBC also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and FBC, including in arbitration and in state or federal court. Therefore:

YOU AND FBC 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, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF.

j. You understand there is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow the dispute resolution process described in Section 15. Subject to Sub-Section 15.h, the arbitrator has exclusive authority to resolve all issues relating to the parties’ Dispute. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages); provided that they are recoverable under this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.

k. Related Cases and Mass Arbitrations. If your Notice involves claims similar to those of at least 25 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, or if FBC asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and we agree that these claims will be related (“Related Cases”), and this shall be called a “Mass Arbitration.” The following procedures will apply to a Mass Arbitration:

i. Acknowledgment of Related Cases procedure. If you or FBC, or your or our counsel, files a demand for arbitration that has Related Cases, then you and we agree that the demand for arbitration shall be subject to the additional protocols set forth in this Sub-Section 15.k. If the parties disagree as to whether a series of filings fits within the definition of Mass Arbitration above, the arbitration provider shall resolve the disagreement. You and we also acknowledge that the adjudication of the dispute may be delayed and that any applicable statute of limitations shall be tolled from the time of filing of the demand for arbitration, and pending resolution of the proceedings described in this Sub-Section 15.k.

ii. Bellwether Arbitrations. Bellwether proceedings are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be filed with the arbitrator. All other claims shall be held in abeyance. This means that the filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither You nor FBC will be required to pay any such filing fees. You and FBC also agree that neither you nor we shall be deemed to be in breach of Section 15 for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Unless the claims are resolved in advance or the schedule is extended, the arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference.

iii. Global Mediation. Following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the Parties are unable to resolve the outstanding claims during the Global Mediation, the unresolved Disputes may then be administered by the arbitration provider pursuant to this Agreement’s Batch Arbitration provision below and the arbitrator’s fee schedule for mass filings, unless the parties mutually agree otherwise in writing. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the Bellwether Arbitration and Global Mediation process.

iv. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and FBC agree that in the event the Bellwether Arbitration and Global Mediation processes described above do not resolve the Disputes, the arbitration provider will (1) administer the remaining arbitration demands in batches of 50 demands per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). The final award will provide for individual merit decisions for each separate claimant within the single batch arbitration award. If the arbitration provider will not administer the Batch Arbitration with one set of filing and administrative fees due per side per batch, then the arbitration provider’s mass arbitration fee schedule shall apply. AAA’s mass arbitration fee schedule is available on its website at www.adr.org/rules. For mass arbitrations before any other arbitration provider, if applicable, you and FBC agree that its mass arbitration fee schedule shall apply, as necessary.

v. Opting Out. If your claim is not resolved as part of the Bellwether Arbitration and Global Mediation process outlined above, the parties shall also have the opportunity to opt out of arbitration and bring the pending Dispute to the state or federal courts located in New York City, unless mandated by law to be filed in another state or federal court. The parties have 30 days of the failed Global Mediation process to opt out. This shall not provide an opportunity for either party to opt out of arbitration for other claims. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Fox Corporation, Attention Arbitration Opt-Out, 2121 Avenue of the Stars, Suite 1200, Los Angeles, California, 90067 via USPS Priority Mail or hand delivery, by email to Arbitration-OptOut@fox.com, or by notice to the attorney representing FBC in the arbitration proceeding. This written notice must be signed by you, even if it is also signed by your attorney. The written notice cannot be signed by an agent or other representative of yours in lieu of your signature. It must include a statement that you wish to opt out of arbitration within 30 days after the conclusion of the Global Mediation process. FBC may exercise its equivalent opt-out right by sending written notice to you or your attorney, agent, or representative if you are represented.

vi. Enforcement of Subsection. A Court of competent jurisdiction shall have the power to enforce Section 15.k., including by injunctive, declaratory, or other relief.

l. Live Testimony. You must appear to testify at any arbitration hearing personally, virtually, or in another manner authorized by law or the arbitration provider. You agree that if you fail to appear in one of these forms to testify, you consent to have the arbitrator order that the case be closed immediately.

m. Discovery and Information Exchange. Regardless of how the arbitration proceeds, each of you and FBC shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the arbitration provider’s rules.

n. Attorney’s Fees and Fee Shifting.  Each of you and FBC may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit(s) the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s).

o. Restrictions on Forms of Relief. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party’s individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by this Agreement. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief except those allowed under the law and this Agreement, including Section 14’s Limitation of Liability provisions. The arbitrator also may not order you or FBC to pay any monies to or take any actions with respect to persons other than you or FBC, respectively, unless you or FBC explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and FBC expressly agree, or subject to the provisions of Sub-Section 15.k. above, the arbitrator may not consolidate other persons’ claims with yours or ours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.

p. Confidentiality. You and FBC agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, you and FBC agree that an order confirming the award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.

q. Severability of Portions of Section 15. With the exception of Sub-Section 15.i. and Sub-Section 15.k. (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class and the Mass Arbitration procedure), if any part of Section 15 is deemed invalid, unenforceable, or illegal, then the balance of Section 15 shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, either or both Sub-Section 15.i. or/and Sub-Section 15.k. is found invalid, unenforceable or illegal, then the remainder of Section 15 and this paragraph shall be null and void, but the rest of this Agreement, including the provisions governing in which court actions against FBC must be pursued and the choice of governing law will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.

r. Court Proceedings. If a court issues a decision precluding or refusing to compel arbitration of any Dispute, the Dispute must be brought in the state or federal courts located in New York City, unless otherwise mandated by law to be filed in another state or federal court. For Disputes deemed not to be subject to arbitration, neither you nor FBC shall be precluded from participating in a class-wide settlement of those claims if brought by another FBC user or third party.

16. FBC reserves the right to modify or amend this Agreement without notice at any time, and such modification will be effective upon posting by FBC on this Site. You agree to be bound by any changes to this Agreement when you use the Site after any such modification is posted. It is therefore important that you read this page regularly to ensure you are updated as to any changes. If you become aware of misuse of this Site by any person, please contact the Site Administrator at FOXComms@fox.com with your concerns.

17. The failure of FBC to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

You agree that any notices the FBC may be required by Applicable Law to send to you will be effective upon FBC’s sending an e-mail message to the e-mail address you have on file with FBC or publishing such notices on the informational page(s) of the Site.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and FBC as a result of this Agreement or your use of the Site or Material. A printed version of this Agreement and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.

Nothing contained in this Agreement limits FBC’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site and/or Material or information provided to or gathered by FBC in connection with such use.

18. Application on the Site to use Material does not guarantee access.

19. Non-compliance with any terms or conditions in this Agreement will result in immediate revocation of the license to Material.

FOR AVOIDANCE OF DOUBT, YOUR USE OF THE MATERIAL AFFIRMS YOUR ACCEPTANCE OF, AND AGREEMENT TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

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