Terms of Use

 

Please read these Terms of Use fully and carefully before using fptransitions.com (the "Site") and the services, features, content, or applications offered by FP Transitions, LLC ("FP Transitions", "we", "us" or "our") (together with the Site, the "Services"). These Terms of Use set forth the legally binding terms and conditions for your use of the Site and the Services.

Acceptance of Terms

 

1. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Use and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated herein by reference and each of which may be updated from time to time without notice to you to the extent permitted by applicable law.

 

2. Certain Services may be subject to additional terms and conditions specified by us from time to time. Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

Eligibility

 

3. We may, in our sole discretion, refuse to offer the Services to any person or entity. We may change the eligibility criteria at any time. The right to access the Services is revoked where these Terms of Use or use of the Services is prohibited or to the extent the offering or provision of the Services conflicts with any applicable law, rule, or regulation. The Services are offered only for your use, and not for the use or benefit of any third party.

Registration for an Account

 

4. To enjoy all the benefits of the Services, you must register for an account (an "Account"). Registration is easy, and there is no purchase or commitment needed to register. Simply answer our profile questions, use your valid email address, and create a password to register your profile. You have the option to make one-time purchases or to sign up for one or more subscriptions through the Site ("Subscriptions"), and if you elect to sign up for a Subscription, we will charge your credit card on a recurring basis per the Subscription plan you signed up for, as described below. We offer different types of Subscriptions; the descriptions and specific terms for each type are available on each program’s page.

5. All information that you provide to register with FP Transitions is subject to our Privacy Policy. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.

6. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute, or post login information for your Account. You can delete your Account by emailing questions@fptransitions.com.

 

Accuracy of Information

7. We strive to ensure that the information on the Site is complete and reliable. Nonetheless, the Site may contain pricing errors, typographical errors, and other errors or inaccuracies for which we will not be liable to you or any other person. We reserve the right to revise, suspend, or terminate an event or promotion at any time without notice including after a request for service has been submitted and/or acknowledged. We do not guarantee that all services described on our Site, in our e-mails, or in other communications to you will be available.

International Use

 

8. We control and operate the Site and the Services from the United States. We make no representation that materials on the Site or made available through the Services are appropriate or available for use outside the United States. If you choose to access this Site or use the Services from outside the United States, you do so at your own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Content

 

9. Definition. For purposes of these Terms of Use, the term "Content" includes, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).

10. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You acknowledge that all Content, including User Content, accessed by you while using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. You may delete or remove your User Content through a written request made to one of our employees or agents. When your User Content is deleted, it will be removed from the Services. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but will not be shared with others following removal).

11. Notices and Restrictions. The Services may contain Content specifically provided by us, our partners, or our users, and such Content may be protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in or relating to any Content accessed through the Services.

12. Use License. Subject to these Terms of Use, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally but not republish) Content solely for your own use. Use, reproduction, modification, distribution or storage of any Content for other use is expressly prohibited without prior written permission from us or from the copyright holder identified in such Content's copyright notice. You shall not sell, license, rent, or otherwise use or exploit any Content in any way that violates any third party right.

13. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds).

14. Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We have no obligation to monitor the Site or the Services. However, we reserve the right to (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

Rules of Conduct

 

15. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that: infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy); is false, misleading, untruthful or inaccurate; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; impersonates any person or entity, including any of our employees or representatives; or, includes any third party's personal information, identification documents or sensitive financial information.


16. You shall not: (i) interfere or attempt to interfere with the proper working of the Services or any activities conducted through the Services; (ii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iii) run any form of auto-responder or "spam" on the Services; (iv) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (v) harvest or scrape any Content from the Services; or (vi) otherwise take any action in violation of our guidelines and policies.

17. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

18. We reserve the right to access, read, preserve, and disclose any information we believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.


Payments and Billing

 

19. Purchases and Paid Subscriptions. Certain of our Services include offering you products for purchase through the Site (“Products”), and the ability to sign up for Subscriptions. Please note that any payment terms presented to you in the process of you placing an order through the Site or by signing up for a Subscription are deemed part of this Agreement.

20 Billing. We may do our own billing or we may use a third-party payment processor (the "Payment Processor") to bill you for your orders made through the Site and, if you are a subscriber, the charges for your Subscription. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for errors by the Payment Processor. By choosing to place an order through the Site or by signing up for a Subscription, you agree to pay us all charges at the prices then in effect for your order and/or for your Subscription in accordance with the applicable payment terms and you authorize us to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. If we do not receive payment from you, you agree to pay all amounts owed by you to us upon demand.

21. Recurring Billing for Subscription.

21.1 If you sign up for a Subscription you will be charged for each billing cycle unless you opt of out of your Subscription. INSTRUCTIONS FOR OPTING OUT OF EACH SUBSCRIPTION TYPE, IF ANY, MAY BE FOUND ON THE SUBSCRIPTION PROGRAM’S PAGE. BY CHOOSING TO SIGN UP FOR A SUBSCRIPTION, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS A RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES INCURRED PRIOR TO CANCELLATION OF YOUR SUBSCRIPTION. CANCELLATION OF YOUR SUBSCRIPTION WILL NOT AFFECT CHARGES INCURRED PRIOR TO THE CANCELLATION DATE.

21.2 YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY LOGGING INTO YOUR ACCOUNT SETTINGS. IF YOU ARE A SUBSCRIBER AND FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR YOUR SUBSCRIPTION UNLESS AND UNTIL YOUR SUBSCRIPTION TERMINATES, PROVIDED THAT YOU WILL NOT BE CHARGED FOR ANY MONTH THAT YOU HAVE OPTED OUT IN ACCORDANCE WITH THESE TERMS OF SERVICE.

21.3 FP Transitions reserves the right to change the charges for our Subscriptions at any time, in our sole discretion, with at least thirty (30) days advance notice to you. Notice will be provided via email. Any agreement you have with your payment provider will govern your use of your Payment Method.

21.4 If you sign up for a Subscription, your Subscription will automatically renew in accordance with each program’s renewal terms, until you cancel your Subscription.

21.5 YOU MAY CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE SUBSCRIPTION PROGRAM’S CANCELLATION POLICY.

21.6 If you are a subscriber, your non-cancellation of your Subscription reaffirms that we are authorized to charge your Payment Method for the Subscription renewal. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially signed up for the Subscription.

21.7 Any free trial or other promotion that provides access to a paid subscription service from FP Transitions must be used within the specified time of the trial. You must cancel the trial service from us before the end of the trial period in order to avoid becoming a paid subscriber and being charged for that paid Subscription service. If you cancel prior to the end of the trial period and are inadvertently charged, please contact us at questions@fptransitions.com.

Termination

 

22. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If we terminate your Subscription, we will not charge you for that Subscription after the termination date. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer

 

23. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding:

23.1 which users gain access to the Services;

23.2 what Content you access via the Services;

23.3 what effects the Content or any Products may have on you;

23.4 how you may interpret or use the Content or Products; or

23.5 what actions you may take as a result of having been exposed to the Content or Products.

24. To the maximum extent permitted by applicable law, you release us from all liability for you having acquired or not acquired Content or Products through the Services. We make no representations concerning any Content or Products contained in or accessed through the Services, and will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

25. THE SERVICES, PRODUCTS, AND CONTENT ARE PROVIDED BY FP TRANSITIONS "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE PRODUCTS AND RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE, THE PRODUCTS AND SERVICES IS SOLELY AT YOUR OWN RISK. WE DISCLAIM ANY LIABILITY ASSOCIATED WITH THE USE OF THE PRODUCTS AND YOU AGREE THAT YOU WILL NOT SUE FP TRANSITIONS FOR ANY CLAIM RELATED TO ANY USE OF THE SITE.
SOME STATES DO NOT ALLOW FOR CERTAIN LIMITATIONS WITH RESPECT TO IMPLIED WARRANTIES (SUCH AS HOW LONG AN IMPLIED WARRANTY LASTS), SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS SHALL ONLY APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnification

 

26. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to: (a) your User Content; (b) your violation of any applicable law that protects us or our legal rights or those of any third party that your actions have damaged; (c) your breach of these Terms of Use; (d) infringement by you of any intellectual property, privacy or other rights of FP Transitions or any third party; or (e) any and all activities that occur under your Account, username and/or password. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Limitation of Liability

 

27. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE SERVICES, HOWEVER ARISING, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, REGARDLESS OF THE SOURCE OF ORIGINATION, OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEE PAID BY YOU FOR THE SUBJECT SERVICE. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL ONLY APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

28. Notice Required by California Law. Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice:

The name, address and telephone number of the provider of this service is FP Transitions, LLC, 4900 Meadows Rd., Suite 300, Lake Oswego, OR 97035, 800.934.3303. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or to questions@fptransitions.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210.

Governing Law and Jurisdiction

29. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT OUTLINES CERTAIN RIGHTS THAT YOU ARE WAIVING OR LIMITING BY USING OUR SERVICES AND PURCHASING OUR PRODUCTS. REMEMBER, YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS OF USE, INCLUDING THE PROVISIONS RELATING TO GOVERNING LAW AND JURISDICTION.

30. THIS SECTION LIMITS CERTAIN RIGHTS YOU MIGHT OTHERWISE HAVE INCLUDING: (1) THE RIGHT TO HAVE DISPUTES BETWEEN YOU AND US GOVERNED BY THE LAW OF ANY JURISDICTION, OTHER THAN THAT OF THE STATE OF OREGON, AND (2) THE RIGHT TO ADDRESS ANY SUCH DISPUTE OUTSIDE OF OREGON.

31. These Terms of Use, and any dispute arising between you and us arising out of or relating to these Terms of Use, the Services or the Content, shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflicts of law rules, and the United States of America. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and us or our employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration. Arbitration will be subject to the Oregon Uniform Arbitration Act.

32. The Parties agree as follows: (a) ANY CLAIMS BROUGHT BY A PARTY MUST BE BROUGHT IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (d) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (e) each side pays its own attorneys’ fees and expenses.

33. Notwithstanding the foregoing (i) either Party may seek emergency equitable relief before the state or federal courts located in the State of Oregon in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Clackamas County, Oregon, for such purposes. A request for interim measures will not be deemed a waiver of the right to arbitrate.

34. Time to Bring Claim. ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES OR USER AGREES THAT IT WILL BE PERMANENTLY BARRED.


Modification

 

35. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use. If changes are made to the Terms of Use, the revised version will be posted to the Site. We also reserve the right to change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following posting of a notice to the Site of any changes to these Terms of Use constitutes acceptance of those changes. You can determine when the most recent version of the Terms of Use became effective by referring to the “Effective Date of Terms of Use" at the bottom of this page. We assume no responsibility to you if you fail to check for revisions to these Terms of Use or for your actions or omissions caused by same. No change or alteration in these Terms of Use will be deemed in any instance to be an admission of fault, liability, or violation of applicable law.

General Terms

 

36. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

37. Assignment. These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.

38. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither Party has any authority of any kind to bind the other in any respect.

39. Notices. Unless otherwise specified in these Terms of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@fptransitions.com.

40. No Waiver. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

Entire Agreement and Severability

 

41. These Terms of Use are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to the Services. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining terms of these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Contact

 

You may contact us at the following address: 4900 Meadows Rd., Suite 300, Lake Oswego, OR 97035
Effective Date of Terms of Service: April 11, 2025