PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE APPLICATION SERVICES OFFERED BY ROOSTIO (“ROOSTIO,” “WE,” “US,” “OUR”). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE ROOSTIO’S APPLICATION SERVICES. BY ACCEPTING THESE TERMS BELOW, OR BY USING ROOSTIO’S APPLICATION SERVICES IN ANY MANNER, YOU AND THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
This Agreement is entered into as of the date you accept these terms or use the Roostio Application Services (“Effective Date”).
“Application Services” shall mean the online, web-based applications (including scripts, web pages, data and APIs) used by Customer, and provided by Roostio via https://roostio.com or other designated websites or IP addresses as communicated to Customer by Roostio.
Subject to the terms set forth in this Agreement, Roostio grants to Customer a limited, non-exclusive, non-transferable license to use the Application Services (as defined herein) for Customer’s internal use and not for resale or further distribution.
Customer’s right to use the Application Services is limited by all terms and conditions set forth in this Agreement. Except for this license granted to Customer, Roostio and its licensors retain all right, title and interest in and to the Application Services, including all related intellectual property rights. The Application Services are protected by applicable intellectual property laws.
Roostio reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Application Services without notice. Roostio will not be liable to Customer or to any third party for any modification, suspension, or discontinuance of all or any portion of the Application Services.
Roostio also reserves the right, in its sole discretion, to reject, refuse to post, or remove any material that Customer posts or submits for posting, and to restrict, suspend, or terminate access to the Application Services at any time, for any or no reason, with or without prior notice, and without liability.
In the course of using the Services, you may provide information (texts, images, videos and data) which may be used by Roostio in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Roostio or in connection with the Services (collectively, “Your Content”), Roostio hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Roostio’s provision of the Services.
For clarity, the foregoing license grant to Roostio does not affect your ownership of or right to grant additional licenses to the material in Your Content.
Customer must comply with all applicable laws when using the Application Services. Roostio does not allow content to be submitted that goes against the law in the state of Delaware, your own current location or the country where you are registered as a citizen.
The final choice of whether an account is in violation of any of these policies is at the sole discretion of Roostio. Violation of any of these policies may result in tracking information being stored to identify the offending user, and permanent restriction from holding an account on the service.
USE OF THE APPLICATION SERVICES IS AT CUSTOMER’S SOLE RISK. THE APPLICATION SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ROOSTIO AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INDEMNITIES AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ROOSTIO DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE APPLICATION SERVICES, AND CUSTOMER RELIES ON THE APPLICATION SERVICES AT CUSTOMER’S OWN RISK. ANY MATERIAL THAT CUSTOMER ACCESSES OR OBTAINS THROUGH THE APPLICATION SERVICES, INCLUDING CUSTOMER CONTENT, IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE APPLICATION SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM ROOSTIO OR THROUGH OR FROM THE APPLICATION SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Customer will defend, indemnify and hold harmless Roostio, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Application Services, Customer’s violation of this Agreement, Customer Content, or Customer’s violation of any rights of a third party through use of the Application Services.
ROOSTIO AND ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ROOSTIO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER’S USE OF THE APPLICATION SERVICES. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF ROOSTIO AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE APPLICATION SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO ROOSTIO FOR CUSTOMER’S USE OF THE APPLICATION SERVICES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
This Agreement shall be governed by and construed in accordance with the laws in the state of Delaware without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in the state of Delaware, USA.