Legal

PRIVACY POLICY

Updated and effective as of: May 25, 2018

This Privacy Policy explains how Fuel Cycle Inc. and its subsidiaries (“Fuel Cycle”, “we”, “us”, “our”) collect, use, and share information and the options available to you. If you have any questions, you may contact us. See the “Contacting Us” section below. We may change this Privacy Policy from time to time. Please consult this Privacy Policy regularly for updates. See “Changes to this Privacy Policy” below for more information. You acknowledge that you accept the practices described in this Privacy Policy by visiting and/or using our Services.

WHAT DOES THIS PRIVACY POLICY COVER?

This Privacy Policy covers the information that we may collect or receive through all digital formats, including the Internet and mobile, from users and users of our clients who: visit www.fuelcycle.com and other websites owned and operated by us (including our career pages and our client and user interfaces), use our software applications, use any online community that we conduct on behalf of our corporate clients, use our social media pages such as LinkedIn, Twitter, and Facebook, or receive email messages from us or send email messages to us (collectively, the “Services”). Our online community allows our clients to collect data using surveys, discussion boards, focus groups, video, text, and images. We may also receive information about you from our third party service providers.

This Privacy Policy does not cover, and we are not responsible for, the privacy, data or other practices of any third parties (except as required by applicable law), such as our corporate clients and any service providers. Our clients create online research communities through which they collect information from their users and use the data in accordance with their terms. If you have questions about a particular online community, please contact the creator of the online community. See “Third Parties” below for more information.

Choice and Opting Out: see “Choices” below for information about your choices regarding opting out of email marketing communications, opting out of Fuel Cycle’s cookies, opting out of interest-based advertising from third party cookies, and opting out of use of precise location.

Access and Rights: see “Access and Rights regarding Personal Information” below for information about how to be informed, the right to data portability, the right to object, your rights in relation to automated decision making and profiling, and the right to access, rectification, erasure, and restrict the processing of, the personal information that Fuel Cycle maintains about you.

COLLECTION OF INFORMATION

We and our third party service providers may collect the following personal information from you from the Services:

  • Name
  • Email address
  • Phone number
  • Fuel Cycle user name
  • Last four digits of your credit card number and for job applicants
    • Name
    • Phone number
    • Email address
    • Home address
    • Employment history
    • Professional references
    • Education.

For example, we collect your personal information when you request information about the Services, you sign up to use the Services through our client log in and user interfaces, you request access to our resources, you pay via credit card for our Services as a user of one of our clients, or you apply for a job at Fuel Cycle through our Career pages. The decision to provide this information is optional, however, if you elect not to provide such information, you will not be able to access the information you had requested to access or use.

We and our third party service providers may also collect other information that is linked or reasonably linked to a particular computer or device. This information includes the following:

  • Browser information, including browser type
  • Device information, including screen dimensions, device brand and model
  • Operating system of mobile device
  • Language
  • Time spent on the Services and your activities on the Services, including date and time, clickstream data, the web page from which you came, and the web page(s) that you accessed during your visit
  • Your location data as derived from IP address
  • Unique identification numbers, including IP address and mobile device identifier
  • Data as provided by the client
  • Information provided by you
  • Aggregated information

We and our third-party service providers may collect this information in a variety of ways, including through: your browser or device; your mobile device identifier; your use of our applications; the use of pixel tags and other similar technologies; your IP address; the aggregation of information; and cookies (see Cookies and Similar Technologies below).

Our clients may also collect information about you that they choose to pass to us either directly or through our Services. The information such clients may share includes demographic information such as age and gender and behavioral information.

Collection of Job Applicant Data

We may collect the following information from you in connection with your job application:

  • Name, address, telephone number, e-mail address, and other contact information
  • Username and password
  • Work authorization status
  • CV, résumé, cover letter, previous work experience and education information
  • Skills
  • Professional and other work-related licenses, permits and certifications held
  • Information relating to references
  • Background information through background checks
  • Any other information you elect to provide to us (e.g., employment preferences, willingness to relocate, current salary, desired salary, awards or professional memberships)

We ask that you avoid submitting the following sensitive information, except where such information is legally required: race, color, sex, gender identity, sexual orientation, nationality, national origin, ethnic origin, religion, beliefs or creed, age, disability, marital status, veteran status, genetic information, or trade union membership information.

To the extent the personal information you provide contains details of your: racial or ethnic origin; political opinions or beliefs; religious beliefs; membership in a trade union or political party; physical or mental health or condition; sexual orientation; commission (or alleged commission) of an offence or related proceedings; job evaluations or educational records, you expressly authorize Fuel Cycle to handle such details for the purposes of your job application.

Any information you submit through the career pages of the Services (including any pages hosted by a third party service provider) must be true, complete and not misleading. Submitting inaccurate, incomplete, or misleading information may lead to a rejection of your application during the application process or disciplinary action including immediate termination of employment. In addition, it is your responsibility to ensure that information you submit does not violate any third party’s rights.

If you provide us with personal information of a reference or any other individual as part of your application, it is your responsibility to obtain consent from that individual prior to providing the information to us.

We may also obtain information about you from your references or from a background check report in connection with your application, as permitted by applicable law.

USE OF INFORMATION

We and our third-party service providers may use personal information (such as name, phone number and email address) collected from the Services:

  • To respond to your inquiries and fulfill your requests
  • To send administrative information to you
  • To communicate with your concerning your account and customer service issues
  • To provide access to and use of the Services
  • To manage users’ accounts
  • To bill your credit card for our fees, in which case our service provider will use your entire credit card number
  • To send you communications that we believe may be of interest to you, including any communications for marketing purposes related to the Services
  • To provide the Services to our business clients who may contact you regarding goods and services that may be of interest to you
  • To enhance users’ experience using our Services
  • To personalize and customize the Services,
    for our business purposes, such as data analysis, fraud monitoring and prevention, developing new products, enhancing, improving or modifying our Services, identifying usage trends, determining the effectiveness of our campaigns, and technical functioning purposes
  • With respect to job applicants: to process your employment application; to assess your capabilities and qualifications for a job; to conduct reference checks; to respond to your inquiries and communicate with you about your application, and to send you information regarding the career pages and changes to our terms and policies; to comply with or monitor compliance with any applicable law or regulation; and to conduct background checks if we offer you a position, as permitted by applicable law
  • As we believe to be necessary or appropriate: (a) under applicable law; (b) to comply with legal process and our legal obligations; (c) to respond to requests or requirements from public, law and government authorities (including national security and law enforcement requirements) and private parties; (d) to enforce our terms and conditions; (e) to protect our operations; (f) to protect our rights, privacy, safety or property, and/or that of you or others; (g) to allow us to pursue available remedies or limit the damages that we may sustain; and (h) to prevent or stop activity we may consider to be, or to pose a risk of being, fraudulent, illegal, unethical or legally actionable activity, including abuse of our Services’ infrastructure or the Internet in general (such as spamming, denial of service attacks, or attempts to compromise the security of information, among other things).

We and our third-party service providers may use other information from the Services that is linked or reasonably linked to a particular computer or device:

  • To operate, improve, analyze and manage the Services, including improve the user experience
  • To ensure the Services function properly
  • To track your use of the Services to improve the design, functionality and effectiveness of the Services
  • To measure and report on the success of advertising and marketing campaigns and content
  • To understand users’ navigation behavior
  • To understand opportunities to develop new product
  • To diagnose server problems, administer the Services via your IP Address (a number automatically assigned to the computer or device that you are using by your internet service provider) and ensure the technical functioning of the Services, an
  • To provide you with personalized location-based services and content through the use of your device’s physical location (where permitted by law)
  • As we believe to be necessary or appropriate: (a) under applicable law; (b) to comply with legal process and our legal obligations; (c) to respond to requests or requirements from public, law and government authorities (including national security and law enforcement requirements) and private parties; (d) to enforce our terms and conditions; (e) to protect our operations; (f) to protect our rights, privacy, safety or property, and/or that of you or others; (g) to allow us to pursue available remedies or limit the damages that we may sustain; and (h) to prevent or stop activity we may consider to be, or to pose a risk of being, fraudulent, illegal, unethical or legally actionable activity, including abuse of our Services’ infrastructure or the Internet in general (such as spamming, denial of service attacks, or attempts to compromise the security of information, among other things)

We may partner with certain third parties to collect other information about you to engage in analysis, research, and reporting, as well as to deliver advertising that we believe may interest you based on your activity on our website and other websites over time. These third parties may set and access cookies on your computer or other devices and may also use web logs or web beacons. See “Cookies and Similar Technologies.”

In some instances, we may combine information from the Services that is linked or reasonably linked to a particular computer or device with personal information. If we combine such information with personal information, the combined information will be treated by us as personal information as long as it is combined.

COOKIES AND SIMILAR TECHNOLOGIES

We use cookies in connection with our Services. A cookie is a small data file that we store on your computer’s or mobile device’s memory. Some cookies help you navigate our Services, including setting a cookie to remember your login details and to validate your identity. Other cookies collect information about how you use our Services and analyze trends, which highlights areas we can improve, how we can otherwise improve the quality of our Services and how to tailor our Services to meet our users’ personal interests. We may receive reports based on the use of these cookies on an individual as well as aggregated basis.

If you submit name and email and similar personal information to us via the Services, that personal information will not be stored in cookies or tied back to you for interest-based advertising purposes across websites and applications. However, you may receive email marketing communications from us and you may receive targeted advertising from third parties based on the information stored in a third party’s cookie. To opt out of marketing communications and to opt out of interest-based advertising from third party cookies, see “Choices.”

We may also use “pixel tags,” “web beacons”, “clear GIFs” or similar means (individually or collectively “Pixel Tags”) to analyze usage patterns of consumers. A Pixel Tag is an electronic image, often a single pixel, which is typically a transparent graphic image (usually 1 pixel x 1 pixel) that is placed on a webpage or in a mobile application and may be associated with cookies on your hard drive. Some Pixel Tags are used to drop cookies on users’ devices. Pixel Tags allow us to count users who have visited our Services, and pages within our Services, and to help determine the effectiveness of promotional or advertising campaigns.

Third parties may also use cookies or similar technologies on visitors of our websites to serve interest-based advertisements to such visitors when they visit other websites and mobile applications, including advertisements promoting our Services. The collection of information through cookies or similar technologies by such third parties will be governed by such third parties’ own privacy policies and principles, which we do not control.

Your browser may offer tools to enable or disable cookies by modifying the settings in your browser. However, please note that certain features of the Fuel Cycle website may not work if you delete or disable cookies.

For more information about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.eu.

To read about your choices with regard to Fuel Cycle’s and third parties’ uses of cookies in our services, please see “Choices.”

We do not currently track users when they cross to third party websites, and therefore we do not respond to Do Not Track (DNT) signals.

INFORMATION SHARING

Your personal information (such as name, phone number and email address) collected from the Services may be shared:

  • Among our affiliates for the purposes described in this Privacy Policy (Fuel Cycle Inc. is the party responsible for the management of the information jointly used by it and its affiliates)
  • With the particular client on whose behalf we have collected your personal information through our Services
  • With our third-party service providers who provide services such as email management, billing (e.g., charging your entire credit card for our fees), and marketing analytics and other services
  • With our third-party service providers who provide services relating to our career pages, recruiting, background check processing and similar services
  • Directly by you on profile pages and blogs and other services to which you are able to post information and materials yourself (including, without limitation, our social media pages)
  • With a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings)
  • As we believe to be necessary or appropriate: (a) under applicable law; (b) to comply with legal process and our legal obligations; (c) to respond to requests or requirements from public, law and government authorities (including national security and law enforcement requirements) and private parties; (d) to enforce our terms and conditions; (e) to protect our operations; (f) to protect our rights, privacy, safety or property, and/or that of you or others; (g) to allow us to pursue available remedies or limit the damages that we may sustain; and (h) to prevent or stop activity we may consider to be, or to pose a risk of being, fraudulent, illegal, unethical or legally actionable activity, including abuse of our Services’ infrastructure or the Internet in general (such as spamming, denial of service attacks, or attempts to compromise the security of information, among other things)

We and our third party service providers may share other information from the Services that is linked or reasonably linked to a particular computer or device:

  • Among our affiliates for the purposes described in this Privacy Policy (Fuel Cycle Inc. is the party responsible for the management of the information jointly used by it and its affiliates)
  • With our clients to allow them to analyze the effectiveness and performance of our Services
  • With our third-party service providers who provide services that enhance our Services, including cloud storage vendors, marketing, analytics and other services
  • With a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with any bankruptcy or similar proceedings)
  • As we believe to be necessary or appropriate: (a) under applicable law; (b) to comply with legal process and our legal obligations; (c) to respond to requests or requirements from public, law and government authorities (including national security and law enforcement requirements) and private parties; (d) to enforce our terms and conditions; (e) to protect our operations; (f) to protect our rights, privacy, safety or property, and/or that of you or others; (g) to allow us to pursue available remedies or limit the damages that we may sustain; and (h) to prevent or stop activity we may consider to be, or to pose a risk of being, fraudulent, illegal, unethical or legally actionable activity, including abuse of our Services’ infrastructure or the Internet in general (such as spamming, denial of service attacks, or attempts to compromise the security of information, among other things).

We may also share and disclose other information that we collect, including aggregate information, as we consider necessary to develop and provide our Services, including in the ways described above in this section “Information Sharing.”

We ask our service providers to confirm that their privacy and security practices are consistent with ours and maintain the confidentiality of personal information received from us, we provide our service providers with only the personal information necessary for them to perform the services we request, and we ask our service providers not to use such information for any purpose other than as specified by Fuel Cycle.

There may be areas of the Services (e.g., message boards, discussion rooms, and other online forums) in which you are able to post information that will be available to all other users of the Services. By choosing to use these areas, you understand and agree that anyone may access, use, and disclose any information that you post to those areas and as such, immediately upon posting, the materials or information you post shall be considered public information.

If you identify any of your information as public within your account settings, you are authorizing us to share such information publicly in any manner we elect at any time.

ACCESS AND RIGHTS REGARDING PERSONAL INFORMATION

For registered users, if you would like to modify or delete any personal information stored in your profile that we maintain in our database, or if you would like to delete your profile completely, you can do so as follows: log into the Fuel Cycle client online community and proceed to the “My Account” section where you have the ability to edit your information or close your account. We will use all reasonable efforts to implement these changes within ten (10) calendar days. Please note that any personal information that we have copied in connection with providing our Services may remain in secure back-up storage for some period of time after your request. Note that we are unable to recover any personal information from any Fuel Cycle business client once it has been transferred to such business client. You may contact that business client directly to access information about your personal information that is in their possession.

In addition to the foregoing, if you are a resident of the European Economic Area, including Switzerland, users of our Services (including respondents of our clients) are provided specific rights in regard to the handling of their information. Respondents of our clients may request the following from the data controller (the client) using our automated form:

  • The right to be informed
  • The right of access
  • The right to rectification
  • The right to erasure
  • The right to restrict processing
  • The right to data portability
  • The right to object
  • Rights in relation to automated decision making and profiling.

Other users who are not our clients’ respondents and are residents of the European Economic Area, may email us at privacy@fuelcycle.com to exercise the rights in the list above.

If you reside outside the European Economic Area and Switzerland, and you would like to review, correct, update, suppress, or delete the personal information that Fuel Cycle maintains about you, or you would like to request a copy of your personal information held by us, you may email us at privacy@fuelcycle.com.

  • To opt out of receiving marketing communications from us, please see “Choices.”
  • To opt out of Fuel Cycle’s cookies, please see “Choices.”
  • To opt out of interest-based advertising from third party cookies, please see “Choices.”
  • To opt out of the use of precise location, please see “Choices.”

INTERNATIONAL INFORMATION TRANSFERS

Please be aware that the information we collect, may be transferred to and maintained on servers or databases located outside your state, province, country, or other jurisdiction, where the privacy laws may not be as protective as those in your location. Please be advised that we process and store information in any country where we have facilities and/or employees, including the United States, or in which we engage service providers. Your consent to this Privacy Policy or your use of any of the Services or your submission of your information to us or any of our clients, represents your consent to such transfer, storage and processing outside of your country of residence, including the United States, which may have different data protection rules than those of your country of residence.

PRIVACY SHIELD

FUEL CYCLE is a participating member of and complies with the EU-U.S. Privacy Shield Framework and the Swiss-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Union and Switzerland to the United States. FUEL CYCLE has certified to the Department of Commerce that it adheres to the Privacy Shield Principles. If there is any conflict between the terms of this Privacy Policy and the Privacy Shield Principles, the Privacy Shield Principles shall govern. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/.

In compliance with the EU-US and Swiss-US Privacy Shield Principles, FUEL CYCLE commits to resolve complaints about your privacy and our collection and/or use of your Personal Information. European Union or Swiss individuals with inquiries or complaints regarding this Privacy Policy should first contact FUEL CYCLE at:

11859 Wilshire Blvd., Suite 400
Los Angeles, CA 90025
Tel: (323) 556-5400
Email: privacy@fuelcycle.com

FUEL CYCLE has further committed to refer unresolved privacy complaints under the EU-US and Swiss-US Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU PRIVACY SHIELD, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.bbb.org/EU-privacy-shield/for-eu-consumers for more information about how to file a complaint, provided that you first contact us to resolve this issue. Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield panel.

FUEL CYCLE is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC).

FUEL CYCLE’s accountability for Personal Information that it receives from a participating European Union or Swiss member of the Privacy Shield and subsequently transfers to a third party is described in the Privacy Shield Principles which can be found online at: https://www.privacyshield.gov. In particular, FUEL CYCLE remains responsible and liable under the Privacy Shield Principles if third-party agents that it engages to process Personal Information on its behalf do so in a manner inconsistent with the Privacy Shield Principles, unless, and subject to the Privacy Shield Principles, FUEL CYCLE proves that it is not responsible for the event giving rise to the damage. Please see Section 12 for more information on this subject matter.

LEGAL BASIS RELIED ON FOR PROCESSING PERSONAL INFORMATION OF EUROPEAN ECONOMIC AREA INDIVIDUALS

Our clients are the data controller to their end users and respondents. Our Services enable our clients to communicate their privacy statements to their end users and respondents.

Fuel Cycle acts as a data processor with respect to the personal data collected or received by us when we receive such information from our clients (the data controllers). Where we operate as a data processor, we are processing the data on behalf of our clients (the data controller(s) of the data) based on their instructions, and it is the responsibility of the data controller to establish an appropriate legal basis for the processing of the data. For example, we may process data when the individual has consented to such processing. On certain occasions we may relay on legitimate interest as a basis for processing, when it is in our clients’ and our legitimate interests to do so and when these interests are not overridden by the individual’s data protection rights. Those legitimate interests include performing our obligations with respect to providing the Services and improving our Services.

Fuel Cycle acts as a data controller with respect to the account information of our Services’ users. When a user creates an account, we collect the account creation information. Where Fuel Cycle operates as a data controller, we rely on legitimate interests to process personal data to provide our Services. On certain occasions, we may also rely on the consent of the individual to process personal information (for example, in some jurisdictions, when the user inputs personal information into the Services and consents to receive marketing communications). On other occasions, we may process personal information when we need to do this to fulfill a contract or where we are required to do so by law.

RETENTION

We will retain your personal information for the period necessary to fulfill the purposes outlined in this Privacy Policy unless a longer retention period is required or permitted by law, or an individual requests deletion in accordance with applicable law. See “Access and Rights regarding Personal Information.”

CHOICES

Opting Out of Marketing

We give you choices regarding our use and disclosure of your personal information for marketing purposes.

You may opt-out from receiving electronic communications from us. If you no longer want to receive marketing-related emails from us on a going-forward basis, you may opt-out of receiving these marketing related emails by contacting us at privacy@fuelcycle.com or by clicking on the opt-out link within the email message that you receive from us.

Please also note that if you do opt-out of receiving marketing-related emails from us, we may still be required to send you administrative messages relating to the Services from time to time.

Opting Out of Fuel Cycle’s Cookies

You may disable cookies, including Fuel Cycle cookies, by modifying the settings in your browser. However, please note that certain features of the Services may not work if you delete or disable cookies.

Opting Out of Interest-Based Advertising from Third Parties’ Cookies
Some third parties who use cookies when you visit our websites, also have opt-out mechanisms either directly from their website or through an industry-developed web page. When you opt out of receiving interest-based advertising, note that the opt-out only applies to the applicable browser in which you set it. Note also that most opt-out tools are cookie-based. This means that, if you have cookies blocked, you will not be able to use it. Note also that if you delete cookies entirely then you will need to opt out again. Finally, note that once the opt-out has been completed, you will still receive advertisements, but such advertisements will not be interest-based ads.

If you go to optout.aboutads.info or www.aboutads.info/choices, you can learn how to exercise choice regarding the collection of information about your online activities over time and across multiple third-party websites, online services, devices, and applications for interest-based advertising purposes.

For more information about cookies, including how to see what cookies have been set on your device and how to manage and delete them, visit www.allaboutcookies.org and www.youronlinechoices.eu.

Opting Out of Use of Precise Location

To disable the collection of precise location information from your mobile device through mobile applications, you can access your mobile device settings and choose to limit that collection.

Android

For Android 6.0 and above: you can modify privacy settings in Settings > Applications > App Permissions > Location and tap the on/off toggle switch next to Location for each app which has permission to use your location data. For earlier versions of Android: you can modify privacy settings in Settings > More > Permission and tap the on/off toggle switch next to Location to turn location functions off for your device. Alternatively, you may uninstall the relevant program(s).

iOS

In iOS you can modify privacy settings in Settings > Privacy. You can select location data from this list to see which apps have asked for permission to use your location data.

THIRD PARTIES

This Privacy Policy does not cover, and we are not responsible for, the privacy, data or other practices of any third parties (except as required by applicable law), including any third parties operating any site or service to which our Services link. The inclusion of a link on the Services does not imply endorsement of the linked site or service by us or by our affiliates. These third parties are bound by their own privacy policies.

We are also not responsible for the collection, usage and disclosure policies and practices (including the data security practices) of our clients (including our clients who create their own online research communities through our Services), app providers, social media platform providers, operating system providers, wireless service providers or device manufacturers (except as required by applicable law), including any Personal Information you disclose to other organizations through or in connection with the Services. These third parties are bound by their own privacy policies.

SENSITIVE INFORMATION

If we ask you to provide sensitive personal information (i.e. information specifying medical or health conditions, personal financial information, social security number, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or information regarding your sex life, among similar such information), we will require that you first affirmatively agree (i.e., opt-in) to provide such information before we collect it from you. The information we request is not designed for any discriminatory purpose and you are not required to provide any such sensitive information if you do not wish to do so, although your use of our Services may be affected thereby.

SECURITY

Fuel Cycle maintains a strong commitment to secure software development practices. We practice regular code scans, penetration tests, and are SOC II, Type 2 certified. Our security procedures and practices are reasonably designed to help protect from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal information transmitted, stored or otherwise processed by us.

USE OF SERVICES BY MINORS

We are committed to protecting the privacy needs of children and we encourage parents and guardians to take an active role in their children’s online activities and interests. The Services are not intended for and may not be used by children under 13 or the legal age of majority in the applicable jurisdiction. We do not knowingly collect information from children under the age of 13 or the legal age of majority in the applicable jurisdiction, and we do not direct the Services to, or encourage the use of the Services by, children under the age of 13 or the legal age of majority in the applicable jurisdiction.

CHANGES TO THIS PRIVACY POLICY

We reserve the right to make changes to our Privacy Policy. Please look at the date at the top of this page to see when this Privacy Policy was last revised. Where required by law, we will obtain your consent to make these changes.

CONTACTING US

For any questions about this Privacy Policy or Fuel Cycle’s privacy practices, please contact us by email at privacy@fuelcycle.com, or by mail at:

Fuel Cycle Inc.,
11859 Wilshire Blvd., Suite 400
Los Angeles, CA 90025

For EEA Residents: Please contact our EU Representative at eurep@fuelcycle.com. Alternatively they can be reached by post (DPO Centre, 50 Liverpool Street, London, EC2M 7PR) or +44 203 797 6340
www.dpocentre.com

TERMS OF SERVICE

Last Updated: November 29, 2017

1.  Acceptance of Terms.

These Terms of Service (these “Terms”) and, if applicable, any form (submitted online or otherwise) evidencing your engagement of our services and executed by FUEL CYCLE, Inc. (“FUEL CYCLE,” “us,” “we,” or “our”) and you (each an “Order” or “Service Agreement”), shall govern your access to and use of our products, software, services, applications, and website (the “Website,” currently located at the following URL: http://www.fuelcycle.com/) (individually and collectively, the “Services”).  The term Services shall include, without limitation, all of our information, materials, data, documentation, reports, texts, images, software code, technology, hardware, algorithms, know-how, results, ideas, plans, sketches, files, photos, audio, video, inventions (whether or not patentable), notes, works of authorship, articles, feedback, and other content of any kind or nature made available or accessible, directly or indirectly, through the Services (individually and collectively referred to as the “Content,” which includes, without  limitation, the Technology (as defined in Section 4, below)). By accessing or using our Services, you (use of the terms “you,” “your,” “user,” and “users” herein refers to you, the entity you represent, and/or any other person accessing our Services by any means or method on your or your entity’s behalf) acknowledge that you have read, understand, accept, and agree to be bound by these Terms in all respects.  If you are entering into these Terms on behalf of an organization or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms (in which case, “you” or “your” shall refer to such entity). You may not use our Services, or accept these Terms, if: (a) you are not of legal age to form a binding contract with FUEL CYCLE, Inc. (and, in any event, at least 13 years of age); and/or (b) you are prohibited by any applicable law or other agreement from receiving or using the Services.

2.  Changes to the Services.

We may amend, discontinue, suspend, cancel, or terminate any of the Services (in whole or in part), and/or change, add, or remove any of the Services’ features or functionality at any time and from time to time in our sole discretion, subject to the terms hereof. Notwithstanding anything set forth herein to the contrary, we shall not be liable to you in any way in connection with any such changes other than as may be required pursuant to applicable law.

3.  Privacy Policy

We care about the privacy of all of our users. Click https://fuelcycle.com/privacy-policy/ to view the most recent version of our Privacy Policy. You are responsible for complying with the terms of our Privacy Policy at all times and as such, they shall be deemed incorporated herein and made a part hereof by this reference.

4.  Proprietary Rights

The Services (including without limitation the Content) are protected by all intellectual property rights and related, applicable laws of the United States and foreign countries.  For the purposes hereof, “intellectual property rights” means any and all now known or hereafter existing: (i) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (ii) trademark or service mark rights; (iii) trade secret rights; (iv) patents, patent rights, and industrial property rights; (v) layout design rights, design rights, and other proprietary rights of every kind and nature; and (vi) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. The Services, and all intellectual property rights contained therein, including, without limitation, our Content (such term which includes any of our proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to you by us in providing the Services (individually and collectively, the “Technology”)), are, and shall remain, our exclusive property (and/or the property of our suppliers and/or third party licensors, as applicable), in whole and in part. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you or any third party regarding the Services (which includes without limitation our Content and our Technology), or any part thereof, including without limitation any right to obtain possession of any source code, data, or other technical material or other information of any kind. All rights not expressly granted to you hereunder are reserved by us. Without limiting the generality of the foregoing, neither these Terms nor any Order grant you any right, title, or interest in the Services (which includes our Content and our Technology), any third-party content or information derived from or contained in the Services (on our Website or elsewhere), and/or any of our (or our third-party licensors’ and suppliers’) intellectual property, other than if and to the extent expressly provided hereunder.

5.  Limited License

You are granted a revocable, non-exclusive, non-sub-licensable, non-transferable, non-assignable, limited license to access and use the Services solely in accordance with these Terms and any applicable Order.

6.  Your Content

You own all right, title, and interest in all data, questions, responses, text, audio, video, images and/or any other of your user-generated content (“Your Content”) entered into the Services by you (or users using the Services on your behalf or invited by you or on your behalf to be a member of your online community on the Services (each, including you, an “Authorized Participant”)), subject to our rights in and to our Services and all elements thereof whether or not made a part of Your Content in any manner. In addition, all reports and downloads derived from Your Content are also owned by you (subject to the foregoing). However, we reserve the right to remove any of Your Content from the Services that we determine, in our sole discretion, is in violation of: (i) these Terms (which includes the Privacy Policy); (ii) any other policies that we have posted to our Website; and/or (iii) any applicable Order. Additionally, we reserve the right to remove any of Your Content to the extent that we reasonably believe that it could cause us legal liability of any kind or nature (either civilly or criminally), disrupt the Services or disrupt others’ use of the Services, and/or be considered any of the following: harassing, libelous, invasive of anyone’s privacy, defamatory, obscene, illegal, harmful, incendiary, discriminatory, prejudice, offensive, hostile, and/or pornographic.  You shall be responsible for all acts and omissions of the Authorized Participants. You are responsible for creating backups of Your Content, as we cannot and do not maintain liability for any loss, damage, or destruction thereto no matter how caused.  We do not sell information about you or Your Content, except as required by law. We maintain user information solely for purposes such as technical support, notifying users of changes, providing or enhancing the Services, or any other reason(s) specifically set forth in any of our policies applicable hereto (including without limitation our Privacy Policy). Notwithstanding anything set forth herein to the contrary, you hereby assign to us all ownership and other rights in and to: any suggestions, ideas, enhancement requests, feedback, recommendations, or other information or materials of any kind or nature provided by you specifically to us when using the Services. Such information and materials shall be ours to exploit in any manner we so desire at any time.

7.  Usage Guidelines

This Section 7 describes prohibited uses of the Services. If you violate this Section, authorize or help others to do so, and/or fail to report any known instances of violation, we may take immediate action, including, but not limited to, suspending or terminating your use of the Services and holding you in breach hereof and/or the applicable Order.  The following is a non-exhaustive list of unacceptable actions:

A. Permitting any party to access and/or use the Services, other than those users authorized under these Terms or elsewhere by us in writing.

B. Renting, leasing, loaning, or selling access to the Services, in whole or in part, to any third party (including without limitation on a time share or service bureau basis).

C. Encouraging, promoting, facilitating, participating in, and/or instructing others to use the Services for any harassing, libelous, invasive of anyone’s privacy, defamatory, obscene, illegal, harmful, incendiary, deceptive, discriminatory, prejudice, offensive, hostile, and/or pornographic use, or to transmit, store, display, distribute, or otherwise make available content that is harassing, libelous, defamatory, illegal, harmful, incendiary, deceptive, discriminatory, prejudice, offensive, hostile, and/or pornographic.

D. Using the Services to violate the security or integrity of any network, computer, or communications system, software application, or other network or computing device of any kind or nature, including without limitation mobile phone technology.

E.  Making network connections to any users, hosts, networks, or other persons or entities unless you have first obtained written permission to communicate with them. Any such permitted connections shall, at all times, comply with our anti-spam policies located at https://fuelcycle.com/anti-spam-policy/, as well as these Terms and any other policies which we have posted on our website.

F. Reverse engineering or attempting to hack into, or otherwise discover or access any source code or underlying ideas or algorithms contained in or used with the Services for any reason (including, without limitation, building a competitive product or service; building a product using or copying similar ideas, features, functions, or graphics of the Services; exceeding or attempting to exceed the scope of the access rights granted to you; introducing software, automated agents, or scripts to the Services so as to produce multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Services; performing or publishing any performance or benchmark tests or analyses relating to the Services or any use thereof; or covering or obscuring any page or part of the Services via HTML/CSS, scripting, or any other means).  Tampering with the security of the Services in any way is expressly prohibited.

G. Using the Services other than in compliance with these Terms, the Order, our other policies as posted online, and all applicable federal, state, and local laws (including without limitation anti-stalking and harassing laws, laws protecting minors, financial crimes, anti-spam legislation, and identity theft laws).

H.  Modifying and/or altering any element of our Services or any third-party user content (and/or any logo, trademark, or other identifying mark).

I. Uploading Your Content (or any other content) that infringes any intellectual property rights and/or proprietary rights (including without limitation privacy, publicity, and/or confidentiality rights) of any third party.

J. Interfering with, disrupting, altering, translating, or modifying the Services or any part thereof, or creating an undue burden on the Services or the networks or services connected to the Services (including, without limitation, any external websites that contain third party content and are linked to the Services).

K. Submitting to the Services any routine, device, or other undisclosed feature, including without limitation, a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, trap, back-door, or software routine that is designed to delete, disable, deactivate, interfere with, or otherwise harm any software, program, data, device, system, or service, and/or which is intended to provide unauthorized access to, or to produce unauthorized modifications to, our Services and/or any user or third-party content at any time.

L. Using any robot, spider, data scraping, or other extraction tool or similar mechanism with respect to the Services.

M. Violating the terms of service (and/or any other applicable policy or agreement) of any Non-FUEL CYCLE Applications (as defined below) which may be used in conjunction with your use of the Services.

N.  Exploiting our (or any of our suppliers’ or third party licensors’) trademarks, trade names, logos, or other marks at any time without prior express written permission in each instance.

8.  Non-FUEL CYCLE Applications

“Non-FUEL CYCLE Applications” means a web-based or offline software application that is provided by you or a third party and inter-operates with the Services. The manner in which Non-FUEL CYCLE Applications use, store, and/or disclose your information is governed solely by the policies of the third parties operating the Non-FUEL CYCLE Applications.  We shall have no liability or responsibility for the privacy practices or other actions or inactions of any Non-FUEL CYCLE Applications (including the actions or inactions of their owners and licensors), and we are not responsible for the accuracy, availability, or reliability of any information, materials, content, goods, services, data, opinions, advice, or statements made available in connection with Non-FUEL CYCLE Applications.  We shall not be liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Non-FUEL CYCLE Applications no matter the cause.  We enable Non-FUEL CYCLE Application features merely as a convenience, and the integration or inclusion of such features does not imply an endorsement or recommendation. Additionally, you may not introduce or use Non-FUEL CYCLE Applications without our prior consent in each instance, and any use by you shall, at all times, be made at your sole risk and expense.

9.  Proprietary Rights; Limited License to FUEL CYCLE; Feedback.

A. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors reserve all of our and our licensors’ right, title and interest in and to the Services, including all of our and our licensors’ related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

B. Cooperation and Assistance. As a condition precedent to our obligations hereunder, you shall provide us with full, good faith cooperation and such information as may be requested by us in order to render the services as required hereunder.

C. License to FUEL CYCLE by You to Host Your User Content. You hereby grant us a worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable, assignable, irrevocable, limited-term license (i.e., during the term of any applicable Order entered into hereunder, as may be extended, and for a reasonable period thereafter) to host, copy, transmit, and display Your Content (along with your trademarks, service marks, and logos or other marks), solely as necessary for us to provide the Services in accordance with these Terms, comply with any applicable law, and/or exercise the rights set forth in Section 17N, below. Subject to the limited license granted herein and the terms hereof, we acquire no right, title or interest from you or your licensors under these Terms in or to Your Content.

Notwithstanding anything set forth herein to the contrary, you hereby assign to us any suggestions, ideas, enhancement requests, feedback, recommendations, or other information or materials of any kind or nature provided by you to us when using the Services.

10.  Term; Termination

Each Order shall commence on the effective date set forth in such Order and shall continue in effect for the initial term and any renewal term as specified therein.  If you materially breach any provision of these Terms and/or any Order, we shall have the right to terminate the applicable Order (along with all licenses granted to you therein and herein), but only after we provide you with written notice of any such breach (along with a reasonable cure period, if capable of cure). Notwithstanding the foregoing, you shall not be entitled to a cure period with respect to any breach of Section 7 (Usage Guidelines) as our right to suspend and/or terminate in such instance shall be immediate. Upon expiration or termination of an Order, your access to the Services shall be immediately terminated (including your ability to use any passwords or other login credentials provided). You will not be entitled to any refund of fees already paid when termination is made as a result of your breach, and/or your negligence or misconduct.  If you are not in breach of these Terms or any Order, we may still terminate your Order (along with all licenses granted to you therein and herein) for any reason at all in our sole discretion, subject to the following conditions: (i) we will provide you with 30 days’ advance written notice of our desire to so terminate; and (ii) we will refund any unused portion of any fees paid in advance by you in connection with your Order.  Furthermore, you may terminate your Order for any reason at all in your sole discretion, subject to your provision of written notice to us of your desire to so terminate.  In such instance, you will not be entitled to a refund of any paid but unaccrued fees (unless otherwise specifically set forth to the contrary in the applicable Order).

11.  Confidentiality

Any non-public technical, financial, or other business information, trade secrets, Orders, other agreements between you and us, or any other proprietary information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) and designated as confidential or proprietary, or that which should be reasonably understood as confidential given the nature of the information and the circumstances of disclosure (the “Confidential Information”), shall be held in strict confidence by the Receiving Party and not disclosed without the Disclosing Party’s prior written consent in each instance.  Neither party shall use any of the other party’s Confidential Information other than to the extent reasonably necessary to carry out the Receiving Party’s obligations or express rights hereunder, except as otherwise authorized by the Disclosing Party in writing in each instance.  The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).  These obligations shall not apply to information that: (i) was previously and rightfully known by the Receiving Party, as demonstrated by documents or files in existence at the time of disclosure; (ii) is generally and freely publicly available through no fault of the Receiving Party and/or any third party; (iii) the Receiving Party otherwise rightfully obtains from third parties without restriction or violation of any applicable law or agreement; or (iv) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information, as demonstrated by documents or files in existence at the time of disclosure.  Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the extent required by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.  If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to any such Confidential Information. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required, and use commercially reasonable efforts to obtain assurance that confidential treatment shall be accorded to the Confidential Information.

12.  Equipment and Passwords

You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You shall be solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services (collectively, the “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, any passwords (including but not limited to administrative and user passwords) and all related files. You shall be responsible for all uses of your account with us and/or the Equipment, irrespective of whether such use is made with or without your knowledge and/or consent. Specifically, when you register with us, we may ask you to provide a unique username and password to enable you to access the Services pursuant to these Terms. We reserve the right to require you to change your username and password in our sole discretion from time to time. You are responsible for maintaining the confidentiality of your username and password and are solely responsible for all activities that occur under your username. You agree: (i) not to allow a third party to use your account, username, or password at any time; and (ii) to notify us promptly of any actual or suspected unauthorized use of the Services, your account, username, or password, or any other breach or suspected breach of these Terms. We reserve the right to terminate any username, password, and/or access to our Services in general if we reasonably believe that they have been accessed by an unauthorized third party or otherwise used in any unauthorized way.  We hereby disclaim any and all responsibility for loss, damage, or destruction caused by any Equipment used by you in connection with the Services or otherwise, and/or any loss, cost, damage, claim, injury, or expense caused by any unauthorized use of your username or password.

13.  Limited Warranty; Disclaimers

A. We warrant to you that the Services will be performed in a workmanlike manner and in accordance with generally accepted industry standards. If you report to us any non-compliance with the foregoing warranty, and, if applicable, provide to us such detailed information as we may reasonably require to permit us to cure such non-conformity, then we, at our expense and in our sole good faith discretion, shall use commercially reasonable efforts to correct any such non-conformity. In no event shall we be liable for the procurement costs of substitute products or services, however. The foregoing states our sole obligation, and your exclusive remedy, in the event of our breach of this warranty.

B. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13(A) ABOVE, THE SERVICES ARE PROVIDED “AS IS,” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY ASPECT OF THE SERVICES, OR ANY OTHER ASPECT OF THESE TERMS OR ANY ORDER, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND/OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WE DO NOT WARRANT THAT THE SERVICES (AND/OR THE INTERNET OR ANY EQUIPMENT YOU MAY USE TO ACCESS THE SERVICES) WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS ACCESSIBILITY OR OPERATION WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY OF YOUR POLICIES (INCLUDING PRIVACY POLICIES), POSTS, COMMUNICATIONS OR AGREEMENTS WITH ANY THIRD PARTY (INCLUDING OTHER SERVICE USERS OR COMMUNITY MEMBERS) AND/OR ANY SWEEPSTAKES, PRIZE GIVEAWAYS, CONTESTS, OR SIMILAR ACTIVITIES PROMULGATED, DISSEMINATED, OR ADVERTISED ON THE SERVICES BY ANY PARTY. YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO YOUR CONTENT AND INFORMATION (I.E., AS STORED IN OUR DATABASE) IS NOT GUARANTEED, AND AS SUCH, YOU AGREE THAT YOU WILL EMPLOY APPROPRIATE BACKUP PROCEDURES AT ALL TIMES IN CONNECTION WITH ANY SUCH DATA OR INFORMATION IN ORDER TO PROTECT YOUR CONTENT FROM LOSS, DAMAGE, OR DESTRUCTION THERETO FOR ANY REASON.   TO THE EXTENT THAT ANY LIMITATION SET FORTH HEREIN IS NOT PERMITTED BY ANY APPLICABLE LAW, RULE, OR REGULATION, IT SHALL BE AMENDED BUT ONLY TO THE EXTENT NECESSARY TO COMPLY WITH ANY SUCH LAW.

14.  Limitation on Liability

SUBJECT TO ALL APPLICABLE LAWS, WE (ALONG WITH OUR AFFILIATES, SUPPLIERS, AGENTS, EMPLOYEES, USERS, ASSIGNS, AND/OR LICENSORS) SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES AND/OR LOST PROFITS, INCLUDING ANY SUCH DAMAGES OR COSTS DUE TO LOSS OF DATA, USE, GOODWILL, PERSONAL OR PROPERTY DAMAGE, ARISING IN ANY WAY FROM OUR PROVISION OF THE SERVICES, THESE TERMS, AND/OR ANY ORDER, EVEN IF WE WERE PROVIDED WITH ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. IN ADDITION, OUR AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES, LOSSES, INJURIES, OR CLAIMS OF ANY NATURE ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID TO US BY YOU UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE OUR AGGREGATE LIABILITY HEREUNDER. ANY CLAIM MADE HEREUNDER MUST BE MADE WITHIN 12 MONTHS OF THE INCIDENT TO WHICH IT RELATES OR FOREVER BE BARRED. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE TERMS AND ANY APPLICABLE ORDER(S) HAVE BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

15.  Indemnification

A. Indemnification by Us. Subject to your indemnification of us, and provided that you are not in breach or default hereof, we shall, at our sole cost and expense, defend, indemnify, save, and hold harmless you (along with your officers, directors, agents, and employees) from and against any and all damages, losses, liabilities, costs or expenses, including reasonable outside attorneys’ fees (collectively, “Losses”), actually incurred by you, but only to the extent resulting directly from third-party claims, demands, suits, or proceedings (collectively, “Claims”) to the extent arising directly out of: (i) our material, uncured breach of any of our representations, warranties, or covenants as set forth in these Terms; (ii) our gross negligence or willful misconduct; and/or (iii) our violation of any third party’s valid U.S. registered copyright solely in connection with our development of the Services, but only if and to the extent that the Services are used exactly as authorized hereunder at all times and without modification thereto (for clarification and without limitation on the foregoing, we are not providing an indemnification with respect to Your Content and/or any third-party content, including other users of the Services).

B. Indemnification by You. You shall, at your sole cost and expense, defend, indemnify, save, and hold harmless us (along with our officers, subsidiaries, parent, directors, agents, affiliates, assigns, and employees) from and against any and all Losses resulting from any Claims arising out of or relating to: (i) your breach of any representations, warranties, or covenants set forth in these Terms, any Order, or otherwise made by you concerning any aspect of the Services; (ii) Your Content; (iii) the infringement of any third-party rights by you (including without limitation intellectual property and/or other proprietary rights); (iv) your acts or omissions in connection with your use and/or management of the Services (including, but not limited to, violations of your obligations of privacy with respect to any Authorized Participant); and/or (v) your negligence, willful misconduct, or violation of any applicable law, rule, or regulation.

C. Requirements. Any party seeking indemnification under these Terms shall: (i) promptly notify the indemnifying party in writing regarding any facts that may give rise to a claim for indemnification under these Terms (provided that any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually materially prejudiced by such delay); (ii) provide the indemnifying party with reasonable information, assistance, and cooperation in defending the lawsuit or proceeding (at the indemnifying party’s expense, to the extent of any out-of-pocket expenses); and (iii) give the indemnifying party full control and sole authority over the defense and settlement of such claim, subject to the indemnified party’s right to approve any such settlement, which approval shall not be unreasonably withheld, conditioned, or delayed.

16.  International Usage

The Services are controlled and offered by FUEL CYCLE from its facilities in the United States, and the servers and data centers used by FUEL CYCLE are located in the United States.  If you choose to access and use the Services from outside the United States, you acknowledge and agree that you are transferring Your Content (as well as other content) across United States lines (i.e., internationally) for storage and processing, and that you are, therefore, responsible for compliance with all applicable local (non-US) laws respecting any such transfer, storage, and processing, as well as all U.S. laws applicable to your actions (including without limitation any export laws).

17.  Miscellaneous

A. Equitable Relief. The parties hereto acknowledge and agree as follows: (i) the covenants contained in these Terms are reasonable and necessary to protect the legitimate interests of the parties; (ii) the parties would not have agreed to these Terms in the absence of such covenants; and (iii) any violation or threatened violation of any such covenants would cause irreparable harm for which monetary damages would not be adequate. Therefore, the parties agree that, in the event of a breach of these Terms by one party, the non-breaching party shall be entitled to seek equitable relief (without the obligation of posting a bond) in addition to whatever other remedies it may have in law or in equity.

B. Entire Agreement; Amendments. These Terms, together with all Orders, constitute the entire agreement between the parties, and supersede all prior agreements or representations, whether oral or written, regarding the subject matter hereof. These Terms may be amended by us at any time in our sole discretion. If we make any material changes, we agree to notify you by sending to you an e-mail to the last e-mail address you have provided us with and/or by posting notice of the changes on the Website. Any material changes to these Terms will be effective thirty (30) calendar days following: (i) our dispatch of the e-mail notice to you; or (ii) our posting of notice of the changes on our Website, as applicable. These changes will be effective immediately for new users of our Services and/or any new Orders. We may require you to provide consent to the updated Terms in a specified manner before your further use of the Services is permitted. Otherwise, your continued use of the Website or the Services constitutes your acceptance of the changes. It shall be your responsibility to regularly check the Website to view the most current version of these Terms.

C. Waiver, Severability & Assignment. Our failure to enforce any provision hereof shall not be deemed a waiver of our right to later make any such enforcement. If any provision hereof is found by a court to be unenforceable, the remaining provisions of these Terms will remain in full force and effect, and an enforceable term will be substituted in place of any non-enforceable term in order to reflect our intent as closely as possible.  You may not, at any time, assign any of your rights or responsibilities under these Terms, in whole or in part, without our prior written consent in each instance; provided, however, that you may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all, or substantially all, of your assets and liabilities to a third party that assumes any and all such assets and liabilities in writing. Any such attempted assignment in violation hereof shall be null and void. We may assign our rights and/or responsibilities hereunder to any of our affiliates or subsidiaries, and/or to any third party that assumes such rights and/or responsibilities in writing.  These Terms shall be binding upon the parties and their respective successors and permitted assigns.

D. Relationship. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms shall create or be construed to create any partnership, joint venture, agency, franchise, or sales representative, employment or fiduciary relationship between the parties or any of its respective agents or employees.  As such, you may not represent to any third party that you have the authority to act on our behalf, and you may not make any agreement, express or implied, that would bind us and/or any of our affiliates to any obligation of any kind.

E. Choice of Law; Venue; Attorneys’ Fees. Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any contrary choice of law rules. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any action or proceeding brought by either party hereunder shall be brought exclusively in a state or federal court located in Los Angeles County, California. Each party consents to the exclusive jurisdiction of such courts (and the appropriate appellate courts) in any such action or proceeding, and waives any objection to venue laid therein. If any legal action, including, without limitation, an action for arbitration or equitable relief, is brought by one party against the other party hereunder, the prevailing party in any final judgment or arbitration award shall be entitled to reimbursement from the other party for the full amount of all of the prevailing party’s reasonable expenses, including all reasonable court costs, arbitration fees, and actual outside attorneys’ fees paid or incurred in good faith by the prevailing party.  You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and never in a class, consolidated, or representative action of any kind or nature. You and we each waive any right to a jury trial. The laws of the jurisdiction where you are located may be different from California law. You shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to your use of the Services hereunder.

F. Notices. All notices, permissions, waivers, approvals, and other communications provided under these Terms and/or any Order shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) receipt of confirmation that a facsimile was received; or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim unless a confirmation of receipt is sent by the receiving party).  Billing-related notices to you shall be addressed to the relevant billing contact designated by you.  All notices to you shall be addressed to your Chief Legal Officer, General Counsel, or other designated point of contact (as specified by you in writing to us) at the contact information set forth in the relevant Order.  All notices sent to us shall be addressed to: FUEL CYCLE, Inc. 11859 Wilshire Blvd., Suite 400, Los Angeles, CA 90025 USA, Attention: Legal Department (and/or delivered to whatever other contact information we provide you with for communication).

G. Export Regulations. You must comply at all times with all applicable export, re-export, and transfer restrictions and regulations as promulgated by the Department of Commerce and any other applicable United States or foreign agency.

H. Force Majeure. Except for your obligations to pay us pursuant to each applicable Order or otherwise, neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control (including without limitation failures or delays caused by: labor disputes, shortage of materials, fire, earthquake, flood, terrorist attack, war, and/or supplier delay or non-delivery). Notwithstanding the foregoing, the party whose performance has been interrupted or prevented by any event of force majeure shall give prompt notice to the other party informing such other party of this situation.

I. Headings. The captions and section and paragraph headings used in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms.

J. Survival. The terms hereof that are intended by their very nature to survive any expiration or termination of any Order or other termination of your use of, or your right to use, the Services (including without limitation those terms respecting confidentiality, ownership, indemnification, representations & warranties, termination, disclaimers, limitation of liability, and governing law), shall so survive. .

K. No Third-Party Beneficiaries. The parties hereto acknowledge and agree that these Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these terms. Notwithstanding the foregoing, FUEL CYCLE’s users, directors, officers, subsidiaries, parent company, employees, affiliates, representatives, and agents shall be entitled to enforce the indemnification provisions set forth herein as third-party beneficiaries thereto.

L. Third Party Links. Our Website may contain links to other websites operated by third parties. Such third-party web sites are not under our control. We are not responsible for the content of any third-party website or any link contained in a third-party website. We provide these links only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites and/or any such links.

M. User Disputes and Release. Your interactions with other users found on or through the Services are solely between you and such other users.  If there is a dispute between you and any third party (including, without limitation, any user of our Services), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and any such other users of our Services. Furthermore, you hereby release and forever discharge us (and our officers, employees, agents, affiliates, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other users of our Services. If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, 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.”

N. Use of Name and Logo. You hereby grant us (and our affiliates and assigns) the right to use your name and/or logo (or other identifying marks) in order to identify you as a customer of ours in materials promoting the Services, online or elsewhere.  You may request that we cease further use of your name and logo in newly created materials at any time by submitting a written request to us.  We will use commercially reasonable efforts to honor such request within thirty (30) calendar days after our receipt of such request.

ANTI-SPAM

Last Updated: June 5, 2017

By accessing our Website, signing up for our Services, and agreeing to our Terms of Service, you are also agreeing to this Anti-Spam Policy in its entirety. To enforce our policy, we carefully monitor how our customers use our Services. Please review it carefully.

In the context of electronic messaging, spam refers to unsolicited, bulk, or indiscriminate messages typically sent for a commercial purpose.

Email and Prohibited Content

Your use of the FUEL CYCLE, Inc. (“FUEL CYCLE” or “WE”) Websites and the Services are subject to this anti-spam policy. If you are found to be in violation of this policy at any time, as determined by FUEL CYCLE in its sole discretion, we may warn you, and/or suspend or terminate your account. Please note that we may change this policy at any time. It is your responsibility to keep up-to-date and comply with this policy at all times. Capitalized terms not defined herein shall have the meaning set forth in FUEL CYCLE’s Terms of Service (a copy of which can be found at the following link: https://www.fuelcycle.com/legal).

Email Requirements

FUEL CYCLE has a zero-tolerance spam policy. This means that all email recipients to whom you send an email or other messages through the Services must have affirmatively opted into, or otherwise validly consented to, receiving communications from you, the sender. Your account(s) with FUEL CYCLE may be terminated immediately for sending unsolicited email or other messages. If we exercise our right to terminate your account(s), you will not receive a refund.

All messages sent using the Services must contain an “unsubscribe” link that allows any recipient to remove themselves from receiving your email messages. You acknowledge and agree that you will not hide, disable, or remove, or attempt to hide, disable, or remove, the opt-out link from any email message sent via the Services. You will actively manage and process unsubscribe requests received by you directly within ten (10) days of the recipient’s submission, and update your email lists and address books to reflect the unsubscribe requests.

You are responsible for ensuring that any email messages you send via the Services do not generate spam complaints or bounce rates in excess of general industry standards. If FUEL CYCLE determines that your level of spam complaints or bounce rates is higher than industry standards, FUEL CYCLE, in its sole discretion, has the right to suspend or terminate your use of the Services’ e-mail functionality, and/or the Website and Services in general. If the emails you send through the Services generate high spam complaints, abuse rates or bounce rates, we may request additional information from you regarding your mailing lists to investigate and attempt to resolve the problem. Additionally, we may, in our sole discretion, suspend or remove email privileges on your account (and/or suspend or terminate your access to the Website or the Services in general). Additionally, we reserve the right to charge you for damages caused by interruptions to our Services or Website as a result of your spamming activities. We may also pursue legal action against you if you violate this policy (spamming also violates our Terms of Service).

Email Restrictions

(a) Emails you send via FUEL CYCLE must have a valid reply-to email address owned or managed by you.

(b) You can only use the email functionality of the Services to send emails to people who gave you permission to email them. If you do not have proof that each recipient on your list affirmatively opted in for your emails, do not email them from your FUEL CYCLE account.

(c) We prohibit the use of harvested mailing lists. FUEL CYCLE will terminate accounts violating this prohibition.

(d) We prohibit the use of third-party, purchased, or rented mailing lists unless you are able to provide proof that all of the individuals on the list have affirmatively opted-in to receiving emails of the type you will be sending to them. This includes email addresses that you purchased via co-registration.

(e) You must not collect email addresses from the web by scanning or other similar such means.

(f) You must not send unsolicited mail to newsgroups, message boards, distribution lists, or email addresses at any time. All messages must be sent after your receipt of an affirmative opt-in from the recipient.

(g) You must not send any commercial electronic mail messages (as defined in the CAN-SPAM Act of 2003) to any recipient who has opted out, unsubscribed or otherwise objected to receiving such messages from you or another party on whose behalf you may be commissioned. If you intend on sending commercial emails, you should familiarize yourself with the CAN-SPAM Act, which outlines requirements under United States law for sending out any such emails, and any other applicable anti-spam laws.

(h) You must not use FUEL CYCLE to send emails with false or deceptive subject lines, and/or false or misleading header information.

(i) You may not use FUEL CYCLE’s email system to send emails that in any way violate any applicable law, rule, or regulation.

(j) You must not include in any emails you send via FUEL CYCLE any material that was not created by you or on your behalf by a third party, provided to you for your authorized use, or otherwise that would violate any third party’s rights of any kind or nature (including without limitation intellectual property rights, privacy rights, rights of publicity, and/or confidentiality rights). This includes, by way of example, text, photos, audio, video or other graphics, and any other content of any kind.

(k) You must not send any emails that will be delivered to recipients as text, SMS, or MMS messages unless you are using a feature of the Services specifically designed for that purpose.

The aforementioned activities are not the only things that we might consider spam. But they are a good guide. You are required to use your best judgment at all times when using the FUEL CYCLE’s email system.

Reporting Spam

If you suspect that FUEL CYCLE has been used by someone to send spam, if you believe that you have received spam through our Services, and/or if you have any questions at all about this policy, please contact us immediately at reportspam@fuelcycle.com and we will investigate the matter.

FCX (Fuel Cycle Exchange)

Terms of Use: Third Party Applications

If Fuel Cycle, Inc. (“Fuel Cycle”) is not listed as the provider of any application accessible through this exchange (the “Exchange”), then the application is not provided or warranted in any way by Fuel Cycle, and/or any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, and/or professional advisors. You and/or other users, either at your company or otherwise, may be able to use an application accessible through this Exchange to access your (or others’) data (“Data”) collected by or otherwise stored in Fuel Cycle’s products, software, systems, website (currently located at the following URL: http://www.fuelcycle.com/), services, and/or applications (individually and collectively, the “System”) as a result of your (or others’) exploitation thereof. The term System shall include, without limitation, all of Fuel Cycle’s information, materials, data, documentation, reports, texts, images, software code, technology, hardware, algorithms, know-how, results, ideas, plans, sketches, files, photos, audio, video, inventions (whether or not patentable), notes, works of authorship, articles, feedback, and other content of any kind or nature stored in, collected by, and/or made available or accessible, directly or indirectly, through the System. You acknowledge and agree that your, and/or others’, use of any application accessible through this Exchange may result in transmission of Data out of the System. To the extent that Data is transmitted out of the System, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall maintain any responsibility for the privacy, security, and/or integrity of such Data, in whole or in part.

The manner in which any application accessible through this Exchange collects, uses, stores, transmits, and/or otherwise discloses Data is governed solely by the policies and practices of the third party or parties owning, licensing, and/or operating such application (each, a “Third Party”). As such, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall have any liability or responsibility of any kind or nature with respect to the privacy practices or other actions or inactions of any Third Party (including without limitation, any such Third Party’s licensors, affiliates, owners, subsidiaries, parents, employees, agents, directors, officers, contractors, and/or assigns). Additionally, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall be responsible for the accuracy, availability, or reliability of any information, materials, content, goods, services, data, opinions, advice, or statements made available in connection with any use of any application accessible through this Exchange (or any other non-Fuel Cycle application). Furthermore, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall be liable for any damage, claim, loss, cost, injury (including death), liability, or expense of any kind or nature (collectively, “Losses”) caused or alleged to be caused, directly or indirectly, by or in connection with any use of or reliance on any application accessible through this Exchange (and/or any of the information, materials, content, goods, services, data, opinions, advice, or statements made available through your exploitation thereof) no matter the cause, whether or not used in connection with the System.
You shall, at your sole cost and expense, defend, indemnify, save, and hold harmless Fuel Cycle, along with Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, from and against any and all Losses arising in any way, directly or indirectly, out of: (i) your breach of any representation or covenant set forth herein and/or in any other agreement entered into, accepted, or agreed to by you (either verbally or in writing) with respect to your use of any aspect of the System (including without limitation Fuel Cycle’s Terms of Service, a copy of which can be found at the following URL: https://fuelcycle.com/terms-of-service/) and/or any application accessible through this Exchange; (ii) Your Content (as defined in the Terms of Service); (iii) the infringement of any third-party rights by you (including without limitation intellectual property and/or other proprietary rights); (iv) your acts or omissions in connection with your use and/or management of any aspect of the System (including, but not limited to, violations of your obligations of privacy with respect to any Authorized Participant, as defined in the Terms of Service); and/or (v) your negligence, willful misconduct, or violation of any applicable law, rule, or regulation.

Fuel Cycle enables third-party application features and programs through the Exchange merely as a convenience, and the integration or inclusion of any such features and programs does not imply an endorsement or recommendation of any kind or nature. You may not introduce to or use any application accessible through this Exchange (or any other third-party application) with the System in any way without our prior written consent in each instance, and any use by you shall, at all times, be made at your sole risk and expense, and in compliance with the rules and regulations governing such use as promulgated by the applicable third-party and governing law.

To the extent that this disclaimer conflicts in any way with any term or provision of any written or oral agreement to which you are a party that pertains in any way to your use of the System and/or any application accessible through this Exchange, this disclaimer shall govern in all respects.

If Fuel Cycle, Inc. (“Fuel Cycle”) is not listed as the provider of any application accessible through this exchange (the “Exchange”), then the application is not provided or warranted in any way by Fuel Cycle, and/or any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, and/or professional advisors. You and/or other users, either at your company or otherwise, may be able to use an application accessible through this Exchange to access your (or others’) data (“Data”) collected by or otherwise stored in Fuel Cycle’s products, software, systems, website (currently located at the following URL: http://www.fuelcycle.com/), services, and/or applications (individually and collectively, the “System”) as a result of your (or others’) exploitation thereof. The term System shall include, without limitation, all of Fuel Cycle’s information, materials, data, documentation, reports, texts, images, software code, technology, hardware, algorithms, know-how, results, ideas, plans, sketches, files, photos, audio, video, inventions (whether or not patentable), notes, works of authorship, articles, feedback, and other content of any kind or nature stored in, collected by, and/or made available or accessible, directly or indirectly, through the System. You acknowledge and agree that your, and/or others’, use of any application accessible through this Exchange may result in transmission of Data out of the System.  To the extent that Data is transmitted out of the System, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall maintain any responsibility for the privacy, security, and/or integrity of such Data, in whole or in part.

The manner in which any application accessible through this Exchange collects, uses, stores, transmits, and/or otherwise discloses Data is governed solely by the policies and practices of the third party or parties owning, licensing, and/or operating such application (each, a “Third Party”).  As such, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall have any liability or responsibility of any kind or nature with respect to the privacy practices or other actions or inactions of any Third Party (including without limitation, any such Third Party’s licensors, affiliates, owners, subsidiaries, parents, employees, agents, directors, officers, contractors, and/or assigns). Additionally, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall be responsible for the accuracy, availability, or reliability of any information, materials, content, goods, services, data, opinions, advice, or statements made available in connection with any use of any application accessible through this Exchange (or any other non-Fuel Cycle application). Furthermore, neither Fuel Cycle, nor any of Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, shall be liable for any damage, claim, loss, cost, injury (including death), liability, or expense of any kind or nature (collectively, “Losses”) caused or alleged to be caused, directly or indirectly, by or in connection with any use of or reliance on any application accessible through this Exchange (and/or any of the information, materials, content, goods, services, data, opinions, advice, or statements made available through your exploitation thereof) no matter the cause, whether or not used in connection with the System.

You shall, at your sole cost and expense, defend, indemnify, save, and hold harmless Fuel Cycle, along with Fuel Cycle’s affiliates, parents, subsidiaries, directors, officers, employees, agents, assigns, or professional advisors, from and against any and all Losses arising in any way, directly or indirectly, out of: (i) your breach of any representation or covenant set forth herein and/or in any other agreement entered into, accepted, or agreed to by you (either verbally or in writing) with respect to your use of any aspect of the System (including without limitation Fuel Cycle’s Terms of Service, a copy of which can be found at the following URL: https://fuelcycle.com/terms-of-service/) and/or any application accessible through this Exchange; (ii) Your Content (as defined in the Terms of Service); (iii) the infringement of any third-party rights by you (including without limitation intellectual property and/or other proprietary rights); (iv) your acts or omissions in connection with your use and/or management of any aspect of the System (including, but not limited to, violations of your obligations of privacy with respect to any Authorized Participant, as defined in the Terms of Service); and/or (v) your negligence, willful misconduct, or violation of any applicable law, rule, or regulation.

Fuel Cycle enables third-party application features and programs through the Exchange merely as a convenience, and the integration or inclusion of any such features and programs does not imply an endorsement or recommendation of any kind or nature. You may not introduce to or use any application accessible through this Exchange (or any other third-party application) with the System in any way without our prior written consent in each instance, and any use by you shall, at all times, be made at your sole risk and expense, and in compliance with the rules and regulations governing such use as promulgated by the applicable third-party and governing law.

To the extent that this disclaimer conflicts in any way with any term or provision of any written or oral agreement to which you are a party that pertains in any way to your use of the System and/or any application accessible through this Exchange, this disclaimer shall govern in all respects.

1. AVAILABILITY.

The FUEL CYCLE Platform shall be available to purchasers of FUEL CYCLE’s Subscriptions and Services (a “Subscriber”) twenty-four (24) hours a day, seven (7) days a week, 99% of the time measured on a monthly basis, excluding:

(1)           Scheduled Maintenance (as defined below) and Emergency Maintenance (as defined below), up to a collective total of eight (8) hours per month. FUEL CYCLE will provide Subscriber with its Scheduled Maintenance schedule, which is subject to change at FUEL CYCLE’s discretion. FUEL CYCLE will use good faith efforts to perform any Scheduled Maintenance outside of Subscriber’s normal business hours;

(2)           Downtime caused by or at the request of Subscriber or its agents, to perform community-specific maintenance, including, but not limited to, issues related to Subscriber-owned or controlled DNS and SSL Certificate, changing certain pages, changing vanity URLs, modifying recruitment campaign configuration, uploading bulk users, and revamping the “look & feel” of the online community; and

(3)           Downtime due to an event of force majeure, including: any act of God; war; riot; act of terrorism; embargo; governmental rule, regulation or decree; flood, fire, hurricane or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing.

The unavailability of some specific features or functions of the FUEL CYCLE Platform that are not, in the aggregate, material to the FUEL CYCLE Platform as a whole will not constitute unavailability of the FUEL CYCLE Platform under this SLA.

2. SYSTEM REQUIREMENTS.

Subscriber acknowledges and agrees that the FUEL CYCLE Platform will only be accessible by Subscriber and Authorized Participants who use computers with the system specifications in this Section 2. FUEL CYCLE reserves the right to update the system specifications at any time and for any reason. Subscriber may request an updated list of system specifications at any time during the term of the Agreement.

Internet Connection Requirements: Minimum download speed of 1 Mbps

System Requirements: Windows and Mac computers running an operating system (Windows 7 and above) as well as web browsers that are still supported by the manufacturer. Minimum Ram Requirement is 2 GB.

Subscriber acknowledges and agrees that FUEL CYCLE can only provide web-based administrative support as set forth in this SLA (as updated from time to time) to Subscriber and Authorized Participants who use one of the supported browsers, install all the required browser plug-ins, use one of the supported operating systems, have the minimum required memory in such system, and have at least the minimum required Internet bandwidth to access the FUEL CYCLE Platform service.

3. SERVICE INCIDENTS.

(a)           “Service Incident” means an event which causes interruption to, or a reduction in the quality of, an Authorized Participant’s experience using the FUEL CYCLE Platform.

(b)           “Authorized Participant Functions” of the FUEL CYCLE Platform include the following: (1) Logging into the FUEL CYCLE Platform, (2) accessing and participating in discussions, (3) accessing and participating in online surveys, (4) accessing and sharing multimedia content in online albums and resource areas, (5) accessing and participating in online sessions and responding to Subscriber’s agents in such sessions, (6) accessing and sharing personal profiles to interact socially with other Authorized Participants in the community, and (8) accessing and responding to announcements and Events sponsored by Subscriber in the online community.

(c)           “Administrative Functions” of the FUEL CYCLE Platform include the following: (1) accessing reports available online that capture the interactions of Authorized Participants in the online community, (2) conducting recruitment drives online at the request of Subscriber, (3) modifying the profile information of Authorized Participants, (4) designing new announcements, surveys, sessions, [ideas], and discussion, and (5) other functionalities with minimal impact on the business operations of Subscriber.

(d)           “Each of the “Severity Levels” is defined below:

Severity LevelSeverity Level Definition
1Critical Service Incident or outage of the FUEL CYCLE Platform. No Subscriber or Authorized Participant can access the FUEL CYCLE Platform. All Authorized Participant Functions of the FUEL CYCLE Platform are not available.
2Major Service Incident with partial outage of one or more Authorized Participant Functions of the FUEL CYCLE Platform. Most of the Authorized Participant Functions of the FUEL CYCLE Platform are available to Subscriber but one or more Authorized Participant Functions of the FUEL CYCLE Platform are impaired.
3Minor Service Incident with partial outage of Administrative Functions of the FUEL CYCLE Platform. All Authorized Participant Functions of the FUEL CYCLE Platform are available but some Administrative Functions are impaired.
4Minor Service Incident with no outage. The FUEL CYCLE Platform is generally usable. Some minor errors in the operations or the content that does not impact the availability of the Authorized Participant Functions or the Administrative Functions of the FUEL CYCLE Platform.

 

The Severity Level of a Service Incident will be determined by FUEL CYCLE in its sole discretion.

(e)           Service Levels*

i.           FUEL CYCLE will use commercially reasonable efforts to respond to and remedy each Service Incident based on its Severity Level as set forth hereinafter.

Severity LevelAcknowledgement TimeUpdate FrequencyEscalation
1< 1 Hour2 HoursEscalated to FUEL CYCLE’s Client Services team immediately, who shall implement Subscriber’s notification protocols.
2< 4 Hours4 HoursEscalated to FUEL CYCLE’s Client Services team immediately, who shall implement Subscriber’s notification protocols, if not resolved in 1 day.
3< 8 HoursDailyEscalated to FUEL CYCLE’s Client Services team immediately, who shall implement Subscriber’s notification protocols, if not resolved in 2 days.
4< 2 DaysAs NeededEscalated to FUEL CYCLE’s Client Services team immediately, who shall implement Subscriber’s notification protocols, if not resolved in 5 days

 

ii.          Acknowledgement Time” is the time elapsed in registering a Service Incident in FUEL CYCLE’s service management system after the actual occurrence of that incident.

iii.         FUEL CYCLE will use commercially reasonable effort to actively monitor the service availability of the FUEL CYCLE Platform and if any loss of functionality is detected, will report a Service Incident by contacting the Service Desk of FUEL CYCLE.

iv.          Subscriber will use commercially reasonable efforts to provide accurate and immediate notification of any Service Incident to the Service Desk of FUEL CYCLE so that FUEL CYCLE may promptly take any remedial action. FUEL CYCLE will respond to the contact person of the Subscriber who reported the Service Incident within the Acknowledgement Time specified in the table above, based on the Service Incident’s Severity Level assigned by the Service Desk of FUEL CYCLE.
 v.           “Update Frequency” will be the frequency by which FUEL CYCLE will provide email updates on the status of the resolution of a Service Incident to the FUEL CYCLE Account Manager supporting the Subscriber, who in turn can provide updates to the Subscriber based on Subscriber’s notification policies.

* Notwithstanding anything to the contrary contained in this Agreement, FUEL CYCLE is not obligated to remedy any Service Incident caused by user error or by Subscriber’s or any Authorized Participant’s failure to access the FUEL CYCLE Platform with a compatible system or web browser.

4. TECHNICAL SUPPORT.

If a Service Incident occurs, Subscriber should immediately notify FUEL CYCLE’s Support by emailing servicedesk@fuelcycle.com It is highly recommended that the Subscriber clearly indicates the nature of the Service Incident with a description of any impaired Authorized Participant Functions or Administrative Functions and includes as much information as possible (attaching a screenshot, if possible) in the email.

5. MAINTENANCE.

(a)           “Scheduled Maintenance” means any planned service downtime taken by FUEL CYCLE to proactively upgrade the FUEL CYCLE Platform code base to resolve any issues or enhance functionalities. Typically, Scheduled Maintenance activities will be scheduled during non-peak and non-business hours to maximize the availability of FUEL CYCLE Platform to the Authorized Participants; however, FUEL CYCLE, in its sole discretion, shall determine when Scheduled Maintenance shall be performed.

(b)           “Emergency Maintenance” means any service downtime taken by FUEL CYCLE to fix software or hardware issues, including applying security patches and replacing required hardware or software, which cannot be postponed until the next available Scheduled Maintenance session. FUEL CYCLE, in its sole discretion, shall determine when Emergency Maintenance shall be performed.

(c)           “Community Maintenance” refers to any Scheduled Maintenance activities that are performed by FUEL CYCLE at the request of Subscriber or on behalf of Subscriber, to improve the experience of its Authorized Participants while interacting in the private online communities.

(d)           During any maintenance periods, the FUEL CYCLE Platform may not be accessible by Subscriber or the Authorized Participants. A FUEL CYCLE representative will provide the Subscriber with advance notice for all Community Maintenance, and, if possible, Emergency Maintenance activities, which will impact the availability and usefulness of the FUEL CYCLE Platform to Subscriber or the Authorized Participants. The timing for any Scheduled Maintenance and Emergency Maintenance shall be determined in FUEL CYCLE’s sole discretion. Authorized Participants who attempt to access the FUEL CYCLE Platform while maintenance is occurring will be notified that the FUEL CYCLE Platform is temporarily unavailable due to ongoing maintenance and will be provided with an estimate of when the FUEL CYCLE Platform services will resume.

Our users entrust us with their data and expect the highest levels of security. We take our users’ security and privacy concerns extremely seriously and strive to ensure that user data is kept secure.

This Security Statement aims to create transparency about our security infrastructure and practices in order to help reassure you that your data is appropriately protected.

1 – Application and User Security
•   SSL/TLS Encryption: Clients have the option to opt. for an SSL/TLS certificate. This protects communications by using both server authentication and data encryption and ensures that user data in transit is safe, secure, and available only to intended recipients.

•   User Authentication: User data on our database is logically segregated by account-based access rules. User accounts have unique usernames and passwords that must be entered each time a user logs on. We issue a session cookie only to record encrypted authentication information for the duration of a specific session. The session cookie does not include the password of the user.

•   User Passwords: User application passwords have minimum complexity requirements. Passwords are individually salted and hashed.
•   Data Encryption: Certain sensitive user data and account passwords, is stored in encrypted format.

•   Privacy: We have a comprehensive privacy policy that provides a very transparent view of how we handle your data.

•   Third Party Security Certification:Vulnerability Scans & Penetration Testing are performed by a Certified Third Parties at specific intervals to certify the security of our application platform.

2 – Physical Security
•   Data Centers: Our information systems infrastructure (servers, networking equipment, etc.) is hosted on AWS (Amazon Web Services). AWS data centers are housed in nondescript facilities. Physical access is strictly controlled both at the perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection systems, and other electronic means. Authorized staff must pass two‐factor authentication a minimum of two times to access data center floors. All visitors and contractors are signed in and continually escorted by authorized staff.

AWS only provides data center access and information to employees and contractors who have a legitimate business need for such privileges. When an employee no longer has a business need for these privileges, his or her access is immediately revoked, even if they continue to be an employee of Amazon or Amazon Web Services. All physical access to data centers by AWS employees is logged and audited routinely.

•   Assurance: Our provider meets the following Assurances Programs. PCI DSS Level 1, SOC 1/ISAE 3402, SOC 2. SOC 3, ISO 9001, IRAP, CJIS, CSA, FERPA, HIPAA, Fed RAMP, DoD CSM Levels 1-2, 3-5, DIACAP and FISMA, ISO27001, MTCS Tier 3, ITAR, MPAA, G-Cloud, and Section 508/VPAT.

•   Fire Detection and Suppression: Automatic fire detection and suppression equipment has been installed to reduce risk. The fire detection system utilizes smoke detection sensors in all data center environments, mechanical and electrical infrastructure spaces, chiller rooms and generator equipment rooms. These areas are protected by either wet‐pipe, double‐interlocked pre‐action, or gaseous sprinkler systems.

•   Power: The data center electrical power systems are designed to be fully redundant and maintainable without impact to operations, 24 hours a day, and seven days a week. Uninterruptible Power Supply (UPS) units provide back‐up power in the event of an electrical failure for critical and essential loads in the facility. Data centers use generators to provide back‐up power for the entire facility.

•   Climate and Temperature: Climate control is required to maintain a constant operating temperature for servers and other hardware, which prevents overheating and reduces the possibility of service outages. Data centers are conditioned to maintain atmospheric conditions at optimal levels. Personnel and systems monitor and control temperature and humidity at appropriate levels.

•   Storage Device Decommissioning: When a storage device has reached the end of its useful life, AWS procedures include a decommissioning process that is designed to prevent customer data from being exposed to unauthorized individuals. AWS uses the techniques detailed in DoD 5220.22‐M (“National Industrial Security Program Operating Manual “) or NIST 800‐88 (“Guidelines for Media Sanitization”) to destroy data as part of the decommissioning process. All decommissioned magnetic storage devices are degaussed and physically destroyed in accordance with industry‐standard practices.

•   Location: All user data is stored on servers located in the United States.

•   Company Facilities: Buildings are staffed by a 24/7 security officer, whom checks in regularly at NFC checkpoints located throughout the facility. Access to our floor is controlled via proximity badge outside of working hours.

3 – Availability
•   Connectivity: Fully redundant IP network connections, with multiple independent connections to a range of Tier 1 Internet access providers.

•   Power: Servers have redundant internal and external power supplies. Data center has backup power supplies, and is able to draw power from the multiple substations on the grid, several diesel generators, and backup batteries.

•   Uptime: Continuous uptime monitoring, with immediate escalation to our Network Operations Team for any downtime.

•   Failover: Our database is replicated and log-shipped to standby servers and can failover in less than 30 minutes.

4 – Network Security
•   Secure Network Architecture: Network devices, including firewall and other boundary devices, are in place to monitor and control communications at the external boundary of the network and at key internal boundaries within the network. These boundary devices employ rule sets, access control lists (ACL), and configurations to enforce the flow of information to specific information system services. ACLs, or traffic flow policies, are established on each managed interface, which manage and enforce the flow of traffic. ACL policies are approved by Amazon Information Security. These policies are automatically pushed.

•   Uptime: Continuous uptime monitoring, with immediate escalation to our Network Operations Team for any downtime.

•   Testing: System functionality, security and design changes are verified in an isolated test “sandbox” environment and subject to functional and security testing prior to deployment to active production systems.

•   Firewall: Firewall restricts access to all ports except 80 (http) and 443 (https).

•   Patching: Latest security patches are applied to all operating systems, Database engines, and application files to mitigate newly discovered vulnerabilities.

•   Access Control: Secure VPN and role-based access is enforced for systems management by authorized staff.

•   Logging and Auditing: Central logging systems capture and archive all systems.

•   Corporate Segregation: Logically, the production network is separated from the Corporate Network.  All authorized users connect to the production environment via a private key.

5 – Storage Security
•   Backup Frequency: We backup several times a day to a centralized backup system for storage in multiple geographically disparate sites.

•   Production Redundancy: Data stored in Amazon EBS (Elastic Block Storage) and striped across multiple Amazon EBS volumes.

6 – Organizational & Administrative Security
•   Employee Screening: We perform background screening on all employees.

•   Training: We provide security and technology use training for employees.

•   Service Providers: We screen our service providers and bind them under contract to appropriate confidentiality obligations if they deal with any user data.

•   Access: Access controls to sensitive data in our databases, systems and environments are set on a need-to-know / least privilege necessary basis.

•   Audit Logging: We maintain and monitor audit logs on our services and systems.

•   Information Security Policies: We employ a Certified Information Systems Security Professional to maintain our internal/external information security policies, including incident response plans, and regularly review and update them.

7 – Software Development Practices
•   Coding Practices: Our engineers use best practices and industry-standard secure coding guidelines to ensure secure coding. Our code is tested for security vulnerabilities in staging before being pushed into production.

8 – Handling of Security Breaches
Despite best efforts, no method of transmission over the Internet and no method of electronic storage is perfectly secure. We cannot guarantee absolute security. However, if we learn of a security breach, we will notify affected users so that they can take appropriate protective steps. Our breach notification procedures are consistent with our obligations under various state and federal laws and regulation, as well as any industry rules or standards that we adhere to. Notification procedures include providing email notices or posting a notice on our website if a breach occurs.

9 – Your Responsibilities
Keeping your data secure also depends on you ensuring that you maintain the security of your account by using sufficiently complicated passwords and storing them safely. You should also ensure that you have sufficient security on your own systems, to keep any data you download to your own computer away from prying eyes. We offer SSL and an option to secure the transmission, but it is your responsibility to ensure that the service is requested if secure transmission between your customer and our application is of importance to you

Questions regarding this statement may be sent to security@fuelcycle.com

fuel-cycle-logo-white

Your customers are providing feedback 24/7. The world’s most successful brands use Fuel Cycle’s market research platform to capture, analyze, and act upon reliable data – with greater speed and relevance than their competitors. Fuel Cycle guides you through the research lifecycle to find the answers to questions you didn’t even think to ask.

Headquarters

11859 Wilshire Blvd, Suite 400

Los Angeles, CA 90025

 

NYC

205 E. 42nd St,, 15th Floor

New York, NY 10017

 

info@fuelcycle.com

fuel-cycle-logo-white

Your customers are providing feedback 24/7. The world’s most successful brands use Fuel Cycle’s market research platform to capture, analyze, and act upon reliable data – with greater speed and relevance than their competitors. Fuel Cycle guides you through the research lifecycle to find the answers to questions you didn’t even think to ask.

Headquarters | 11859 Wilshire Blvd, Suite 400, Los Angeles, CA 90025

NYC | 205 E. 42nd St,, 15th Floor, New York, NY 10017

info@fuelcycle.com