Last updated September 2022
PLEASE BE AWARE THAT THE SECTION ENTITLED “GOVERNING LAW; DISPUTE RESOLUTION” OF THESE TERMS BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT USER AND THE FLA HAVE AGAINST EACH OTHER ARE RESOLVED. AS SET FORTH THEREIN, USER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST FLA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. ALSO, THESE TERMS INCLUDE A RELEASE BY USER OF ALL CLAIMS FOR DAMAGE AGAINST FLA AND CERTAIN THIRD PARTIES THAT MAY ARISE OUT OF THE USE OF OR OTHERWISE RELATES TO USE OF THE SITE.
The mutual rights and obligations set forth in these Terms are between User and FLA, with address at 2033 K St. NW, Suite 400, Washington, DC 20006, United States, regarding the Site.
User should review these Terms regularly as the Terms may change at any time at our sole discretion. Modifications will be posted on the Site and will be effective as of the date of posting. We will endeavor to notify User of any material modifications to these Terms. User’s continued use of the Site following the posting of changes to these Terms constitutes acceptance of those changes. The “last updated” date at the top of this page will be revised to reflect the posting date of the current Terms.
3. Acceptance of the Terms
User represents and warrants that: (a) User is of legal age to form a binding contract with FLA, and (b) if User is using the Site on behalf of a person, company or entity, User represents and warrants that User has full legal authority to accept these Terms on behalf of that person, company or entity.
We reserve the right to withdraw, amend, or restrict your access to the Site (including any part thereof), and any service or content we provide on the Site, in our sole discretion, at any time, without notice. We will not be liable if, for any reason, all of any part of the Site is unavailable. You are responsible for making all arrangements necessary for you to have access to the Site. In addition, you are solely responsible for ensuring that any access or use of the Site through your Internet connection complies with these Terms.
5. Using the Site and our Content
(a) License Grant. Subject to, and conditioned on, User’s compliance with these Terms, FLA hereby grants to User a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free right and license to: (i) use the documents, content, tools, data, and other materials provided by FLA through the Site (“Content”) for non-commercial, internal business or research purposes; and (ii) to use the Site to access resources offered by FLA, its affiliates and licensors.
(b) Use of Brands. User will not use FLA’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) Ownership. As between User and FLA, we and our affiliates and licensors own all rights, title, and interest in and to the Site, the Content, the FLA Marks, and all associated databases, software, know-how, and other materials. Subject to the foregoing, User owns all rights, title, and interest in and to all User Content (defined below). Except as expressly provided in these Terms, neither party grants, nor shall the other party acquire, any right, title, or interest (including any implied license) in or to any property of the first party or its affiliates under these Terms. All rights not expressly granted in these Terms are withheld.
(d) Feedback. If User provides us feedback about the Content or the Site, User hereby grants to FLA an unlimited, worldwide, royalty-free, perpetual, sublicensable (including through multiple tiers), and irrevocable right and license to use, share, commercialize, and otherwise exploit User’s feedback in any manner and for any purpose without any obligation to User.
6. Use Requirements
In using the Site and Content, User (and anyone acting on User’s behalf) must adhere to the following:
(a) User will use the Site and Content only (i) in a lawful manner and in compliance with all applicable laws and the FLA Charter (available here: https://www.fairlabor.org/mission-charter); (ii) in accordance with these Terms and the license granted in Section 5(a); and (iii) in a manner that does not infringe, misappropriate, or otherwise violate any of our rights or those of any other person or entity.
(b) User will not transmit any material that is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, or otherwise objectionable or offensive, or to harass or harm FLA, another entity, or another individual.
(c) User will not transmit any unsolicited or unauthorized advertising or promotional materials.
(d) User will not impersonate any person or entity, or otherwise misrepresent User’s affiliation with a person or entity.
(e) User will not remove, obscure, or alter any notice, including any notice of intellectual property right, appearing on or contained within the Site or Content.
(f) User will not disparage or injure the reputation or goodwill of FLA, or any of its officers, directors, or employees.
(g) User will abide by all security and safety measures on the Site. User will not circumvent, disable, or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or Content. User will not use the Site or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code or software application.
(h) User will not: (i) distribute, sell, lend, transfer, or grant any rights in or to all or any portion of the Site and Content to any third party; (ii) use Content to create any software, website or service that functions substantially the same as the Site; (iii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code of any component of the Content and associated databases, software or systems; (iv) copy, reproduce, distribute, publish, store, perform, modify, create derivative works from, transmit, transfer or in any way exploit the Content or the Site or attempt to do so, except as expressly permitted under these Terms; ; or (v) interfere or attempt to interfere in any manner with the functionality or proper working of the Site.
(i) User will not use any bot, crawler, harvester, indexer, robot, spider, scraper, or any other automated means to access, compile, read, or gather Content from the Site.
7. Third-Party Sites and Third Party Content
(b) Third-Party Content. Certain content or materials provided on the Site may be provided by third parties (collectively, “Third-Party Content”). We do not control any Third-Party Content. Any opinions, advice, statements, views, positions, services, offers, or other Third-Party Content expressed or made available on the Site are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or position. We take no responsibility and assume no liability for any Third- Party Content. You use or rely on Third-Party Content at your own risk.
8. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. User agrees to release, indemnify, defend and hold harmless FLA, its officers, directors, employees, agents, licensors and suppliers (together, “FLA Parties”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from: (i) User’s use of the Site and Content made available on the Site; and (ii) any violation of these Terms or Applicable Law by User in connection with User’s use of the Site, including, but not limited to, any actual or alleged infringement by User or any person to whom User provides access to the Site of any intellectual property or privacy or other right of any third party, to the fullest extent permitted under Applicable Laws. If User is a California resident, User waives California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If User is a resident of another jurisdiction, User waives any comparable statute or doctrine.
(b) Disclaimer. THE SITE AND ALL CONTENT ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, TO BE USED ONLY FOR INFORMATIONAL PURPOSES. THE FLA PARTIES MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SITE AND CONTENT, AND EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOU AGREE THAT USE OF THE SITE AND CONTENT IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR VERIFYING ALL OF THE CONTENT AVAILABLE ON THE SITE BEFORE RELYING ON IT. WE MAY DISCONTINUE PROVIDING ACCESS TO THE SITE AND CONTENT OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION THEREOF, AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE OR PENALTY, INCLUDING WITHOUT LIMITATION IMPOSING LIMITS ON CERTAIN FEATURES OF THE SITE OR RESTRICTING ACCESS TO ANY OR ALL OF THE SITE. NEITHER WE NOR ANY OF OUR AFFILIATES WARRANT THAT THE SITE AND CONTENT WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, CURRENT, COMPLETE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.
(c) Limitations of Liability. NONE OF THE FLA PARTIES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH ANY USE OF OR RELIANCE ON CONTENT, MATERIALS, OR LINKS (INCLUDING THIRD PARTY LINKS) MADE AVAILABLE ON OR THROUGH THE SITE. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO $100.
(d) Exclusions. Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to User to the extent prohibited by law. In such cases, the FLA Parties’ liability will be limited to the fullest extent permitted by applicable law.
9. Governing Law and Dispute Resolution.
These Terms shall be governed by and construed in accordance with the laws of Washington, D.C. without regard to its conflicts of laws principles. IF ANY CONTROVERSY OR CLAIM BETWEEN USER AND FLA ARISES OUT OF USER’S USE OF THE SITE OR THESE TERMS THAT CANNOT BE RESOLVED THROUGH DIRECT DISCUSSIONS, THE DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING CONFIDENTIAL ARBITRATION BEFORE A SINGLE NEUTRAL ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES OR SUBSEQUENT VERSIONS THEREOF (“AAA RULES,” AVAILABLE AT WWW.ADR.ORG) OR, IF THE CLAIMS QUALIFY, IN SMALL CLAIMS COURT. IN ARBITRATION THERE IS NO JUDGE OR JURY, AND COURT REVIEW OF AN ARBITRATION AWARD MAY BE LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT. TO BEGIN AN ARBITRATION PROCEEDING, THE PARTY BRINGING A CLAIM MUST SEND A LETTER TO THE OTHER PARTY REQUESTING ARBITRATION THAT DESCRIBES THE CLAIM. WE WILL SEND THE LETTER TO THE ADDRESS USER HAVE PROVIDED US. USER MUST SEND THE LETTER TO US AT: FAIR LABOR ASSOCIATION, 2033 K ST. NW, SUITE 400, WASHINGTON, DC 20006, ATTENTION: PRESIDENT & CEO. THE AAA RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE EXPERIENCED AND LICENSED TO PRACTICE LAW IN WASHINGTON D.C. USER MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE, BASED ON WRITTEN SUBMISSIONS OR AT ANOTHER MUTUALLY AGREED LOCATION. WE EACH AGREE THAT THE STATUTE OF LIMITATIONS FOR ASSERTING ANY CLAIMS ARISING OUT OF USE OF THE SITE OR THESE TERMS SHALL BE A PERIOD OF ONE YEAR FROM USER’S LAST USE OF THE SITE. WE EACH AGREE THAT ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTIONS ARISING OUT OF OR CONNECTED WITH THESE TERMS OR THE SITE SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF AND VENUE IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION LOCATED IN WASHINGTON, D.C., AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL. NOTWITHSTANDING THE FOREGOING ARBITRATION REQUIREMENT, EITHER OF US MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS.
10. TERMINATION OF THE AGREEMENT
(a) Term. These Terms will take effect when you first use the Site and will remain in effect until terminated according to these Terms.
(b) Termination. We have the right to terminate these Terms, and suspend or revoke your access to all or any portion of the Site and Content, at any time for any reason. You may terminate these Terms by discontinuing the use of the Site and Content.
(c) Effect of Termination. Upon termination or expiration, all rights granted to User under these Terms will terminate; however, Sections 1, 5(b), 5(c), 5(d), 8 – 11 of these Terms shall survive any termination or expiration of these Terms.
11. Related Agreements
12. General Terms
(a) Electronic Communications. User agrees that (i) these Terms constitute an agreement signed by User under applicable law; and (ii) any notices or other communication regarding User’s use of the Site may be provided to User electronically (by posting on the Site, by e-mail, and other electronic formats) and will be considered received upon posting or other distribution.
(b) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between User and FLA or any of FLA’s affiliates. FLA and User are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(d) Assignment and Delegation. User may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may freely assign or delegate any and all rights and obligations under these Terms without notice to User.
(e) Equitable Remedies. User acknowledges that if User violates or breaches these Terms, it may cause irreparable harm to FLA and its affiliates. Accordingly, User agrees that, if User violates or breaches these Terms, FLA shall have the right to seek injunctive relief against User in addition to any other legal remedies that FLA may have.
(f) Questions. User may direct any questions, complaints, or claims with respect to the Site or Content to Fair Labor Association, Attention: MyFLA Administrator, 2033 K St. NW, Suite 400, Washington, DC 20006, TEL: +1(202)898-1000, Email: email@example.com.
(g) Notices. All notices will be in writing and will reference these Terms. We may notify User using the information User provided, including by email. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. FLA accepts service of process at this address:
Fair Labor Association
2033 K St. NW, Suite 400
Washington, DC 20006
Attention: Platform Administrator
or email: firstname.lastname@example.org
(h) Waiver and Severability. If User does not comply with these Terms, our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any right under these Terms must be in a writing signed by the party purporting to waive such right. If a particular term in these Terms is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.