Unroll, Inc. TERMS OF USE

Last Modified on August 10, 2015

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.

By accessing or using the Unroll website, the Unroll service, or any applications (including our mobile applications) made available by Unroll (together, the "Service"), however accessed, you agree to be bound by these terms of use ("Terms of Use") and represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you are using the Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to these Terms of Use. The Service is owned or controlled by Unroll, Inc. ("Unroll"). These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service.

There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Use.

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Updates to Terms of Use. Unroll reserves the right, in its sole discretion, to change these Terms of Use ("Updated Terms") from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting and will apply to your use of the Service from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

Provision of the Service. You acknowledge and agree that Unroll may make changes to the Service at any time without notifying you in advance.

Termination of Service. Unroll may stop providing the Service, or terminate your use of the Service, at any time, without notifying you in advance, for any reason or no reason, and without liability to you. You may deactivate your Unroll account from within your profile settings. If we terminate your access to the Service or you deactivate your account, your uploaded data will no longer be accessible through your account, but those some data may persist and appear within the Service (e.g., if your Content has been shared or mentioned by others).

Privacy Policy and Community Guidelines. By accepting these Terms of Use or using the Service, you represent that you have read and consent to Unroll’s Privacy Policy and Community Guidelines in addition to these Terms of Use. Unroll may revise the Community Guidelines at any time and the new versions will be posted on the Service. If at any point you do not agree to any portion of the Privacy Policy or Community Guidelines, you must immediately stop using the Service.

Accounts and Security. You are solely responsible for maintaining the confidentiality of your account password. Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account. You may not disclose your password to anyone else. You agree that any registration information that you submit to Unroll will be correct, accurate and up to date.

Username. Unroll reserves the right to force forfeiture of any username for any reason.

App Use Requirements.

  1. Installation. To use the service on an App, you will be required to install the App on one or more mobile devices that you own or control and that meet the minimum specifications provided by Unroll. Subject to your compliance with the Terms of Use, Unroll grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of Unroll’s software application for mobile devices (the “App”) on a single mobile device that you own or control and to run such copy of the App solely for your own personal or internal business purposes.
  2. Updates. Unroll may require that you download and install updates to the App from time to time. You acknowledge and agree that Unroll may update the App with or without notifying you and add or remove features or functions to the App at any time in its sole discretion. You acknowledge and agree that Unroll has no obligation to make the App available to you, make any subsequent versions of the App available to you or to continue to support the App in any way. You acknowledge that your access to the App may not be continuous, features may change during your use of the App, and Unroll may terminate your access to the App or stop offering the App at any time.
  3. Agreements. You acknowledge that you may only use the App in connection with the Service provided through the App in accordance with this Agreement. The requirements hereunder and this Agreement may change as the App and/or Service evolve. Furthermore, if the App is accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
  4. Media Uploads. Certain features of the Service through the App access and use content in your mobile device's media storage applications (e.g., a video). You hereby authorize the App to access such components of your mobile device. You can grant or revoke your consent at any time and prevent Unroll from continuing to access your media storage applications by changing the settings on your device. YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY USING THE SERVICE, MEDIA MAY BE SENT FROM YOUR MOBILE DEVICE TO UNROLL AND YOU ACCEPT SUCH TRANSMISSION AS A CONDITION OF USAGE. All media you upload will be part of Submitted Content (as defined below).
  5. Location-Based Information. When you use Unroll’s Service on a mobile device, Unroll may also collect location information from the GPS functionality on your device. You hereby authorize Unroll and Unroll’s Service to take such actions and access such data. You can grant or revoke your consent at any time and prevent Unroll from continuing to access your GPS information by changing the settings on your device. You hereby authorize the App to access such components of your mobile device.
  6. App Stores. You acknowledge and agree that the availability of the App is dependent on the third party from whom you received the App, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge that the Terms of Use are between you and Unroll and not with the App Store. Unroll, not the App Store, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Service, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Site or Service, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Use and will have the right to enforce them.
  7. Open-Source Software. Certain software code incorporated into or distributed with the App may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in this EULA, the Open Source Software is not licensed under the App license grant above and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.
  8. Accessing and Download the App from iTunes. The following applies to any App Store Sourced Application:
    1. You acknowledge and agree that (i) the Terms of Use are concluded between you and Unroll only, and not Apple, and (ii) Unroll, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
    2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
    3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Unroll and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Unroll.
    4. You and Unroll acknowledge that, as between Unroll and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    5. You and Unroll acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Unroll and Apple, Unroll, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms of Use.
    6. You and Unroll acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms of Use as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
    7. Without limiting any other terms of the Terms of Use, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

License. Subject to the terms and conditions of this Agreement and for the sole purpose of using the Service, Unroll hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to (i) install the Service on one or more mobile devices which are owned by you, are under your control and which meet Unroll’s minimum specifications; and (ii) view, review and utilize the Service and any related information provided to you by Unroll.

Use of the Service. Unroll permits you to view and use the Service solely for your personal, non-commercial use.  You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Service.

Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Service provided by Unroll. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers) the Service.

No Violation of Laws. You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

Use Restrictions.  You may not connect to or use the Service in any way that is not expressly permitted by these Terms of Use. You may not: (a) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (b) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Unroll; or (c) make any false, misleading or deceptive statement or representation regarding Unroll and/or the Service.
Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person’s or entity’s use of the Service (or any servers, systems or networks connected to the Service); (ii) attempt to gain unauthorized access to the Service, accounts registered to other users, or any servers, systems or networks connected to the Service; (iii) use the Service for any commercial purpose or the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with Unroll; (iv) use the Service to (y) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any unsolicited commercial communication not permitted by applicable law; or (v) engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not use the Service for any other unlawful, prohibited, abnormal or unusual activity Unroll may determine, in Unroll’s sole discretion.

No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Service.

Violation of these Terms of Use. You acknowledge and agree that you are solely responsible, and Unroll has no responsibility or liability to you or any other person or entity, for any breach by you of these Terms of Use or for the consequences of any such breach. Unroll may at its option, terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in these Terms of Use.

Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Unroll through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Unroll has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Unroll a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service.

Links from the Service. The Service may contain links to websites operated by other parties.  Unroll provides these links to other websites as a convenience and use of these websites is at your own risk.  The linked websites are not under the control of Unroll and Unroll is not responsible for the content available on the other websites.  Such links do not imply Unroll’s endorsement of information or material on any other website and Unroll disclaims all liability with regard to your access to and use of such linked websites. 

Trademarks. The Unroll name and logo are trademarks and service marks of Unroll.  Unless permitted in a separate written agreement with Unroll, you do not have the right to use any of Unroll’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.

Ownership. You acknowledge and agree that Unroll, or its licensors, owns all right, title and interest in and to the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Service are protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Unroll has designated as confidential and you agree not to disclose such information without Unroll’s prior written consent.

Copyright Agent. Unroll respects the intellectual property rights of others, and requires that the people who use the Service do the same. Unroll maintains a policy of terminating users of the Service who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please complete this form or forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

Third Party Software and Services. The Service may be incorporated into technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements (including, without limitation, terms of use and terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to Unroll with respect to your rights in relation to such third party software, technology and/or services.

Social Networks. The Service includes features that operate in conjunction with certain third party websites and/or applications such as Instagram, Facebook and Twitter (“Social Network Features”). While your use of the Social Network Features is governed by these Terms of Use, your access and use of third party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. It is impossible for Unroll to determine in each case whether your use of the Social Network Features would cause you to violate or breach the terms of service and/or other agreements posted on these third party websites. You understand and acknowledge that your use of the Social Network Features may cause you to violate or breach the terms of service and other agreements posted on these third party websites which could result in the termination of your account and ability to access these third party websites and, in some cases, could give rise to liability for damages. YOU AGREE THAT YOU ALONE ARE RESPONSIBLE FOR YOUR USE OF THE SOCIAL NETWORK FEATURES AND THAT UNROLL WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR YOUR VIOLATION OR BREACH OF ANY TERMS OF SERVICE OR OTHER AGREEMENT THAT MAY RESULT FROM YOUR USE OF THE SOCIAL NETWORK FEATURES.

Location. The Service are operated by Unroll in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.

Submitted Content.

  1. Content of Communications. Unroll is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Service. By using the Service, you agree that any content that you submit may be transmitted to the recipient of your communication and viewable by other users of the Service. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. The content of communications may be protected by intellectual property rights, which are owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that is (i) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner (ii) a falsehood or misrepresentation (iii) offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic or sexually suggestive, harassing, violent, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; (iv) an advertisement or solicitation of business; or (v) impersonating another person. Unroll may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Service or its customers, or otherwise enforce the terms of these Terms of Use. Further, Unroll may in its sole discretion remove such content and/or terminate these Terms of Use and your Account if you use any content that is in breach of these Terms of Use.
  2. Unroll does not claim ownership of any communications or materials you submit, upload, post, e-mail, transmit, or otherwise make available through the Service (“Submitted Content”). With respect to such Submitted Content, you grant Unroll a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty-free, sublicenseable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of such Submitted Content in connection with the Service and Unroll's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You may take down any Submitted Content at any time; however, you acknowledge and agree, that Unroll may still have access to such Submitted Content and that the above licenses granted by you to Unroll will remain despite your removal of such Submitted Content from the Service, including for archiving or preserving the video for disputes, legal proceedings, or investigations. Please note that removed videos may also be cached in search engine indices after removal and that we have no control over such caching. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 12.2. Basically, make sure you have the right to add content before you put that Submitted Content on Unroll’s Service.
  3. You acknowledge and agree that: (i) by using the Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (ii) you are solely responsible for, and Unroll has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on the Service; (iii) Unroll does not guarantee any confidentiality with respect to Submitted Content, whether or not they are published (iv) Unroll is not responsible for any Submitted Content that you may have access to through your use of the Service and all Submitted Content are the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (i) Unroll has no control over and is not responsible for the use of Submitted Content by a user, including any user that has uploaded such Submitted Content to such user’s personal device; and (ii) Unroll may not be able to remove certain Submitted Content that is uploaded onto another user’s device. Unroll does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content.
  4. We do not edit or alter any Submitted Content. In addition, Unroll and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Submitted Content that is available via the Service that violates these Terms of Use or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.
  5. You acknowledge that the Submitted Content is your sole responsibility. Unroll has no obligation to store any of Submitted Content that you make available on the Service. Unroll has no responsibility or liability for the deletion or accuracy of any content, including Submitted Content; the failure to store, transmit or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You are entirely responsible for the Submitted Content and agree, under no circumstance, will Unroll be liable in any way for Submitted Content, including, but not limited to, for any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service. You agree that Unroll retains the right to create reasonable limits on Unroll’s use and storage of the content, including Submitted Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by Unroll in its sole discretion.
  6. You also hereby grant each user of the Service a non-exclusive license to: (i) access Your Content through the Service; and (ii) download and export, for the purpose of sharing, short fifteen-second or less video clips created by the Service from your Submitted Content (“Short Video Clips’) for use outside of the Service, including reproducing, distributing, displaying and performing such Short Video Clips. Please remember that even if you delete Submitted Content, Users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any Short Video Clips that they have exported, downloaded, stored or shared through Unroll. If you do not want Short Video Clips used off the Service, you should not add Submitted Content to the Service. When you delete Submitted Content from the Service, we will not be able to remove Short Video Clips which have been exported from the Service.
  7. You acknowledge and agree that you are solely responsible for your interaction with other users of the Service. You agree that Unroll is not responsible or liable for the conduct of any users. Unroll reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit, send chats or post content or any personal or other information. Unroll is not responsible for and does not control how other users use Short Video Clips once exported or downloaded from the Service. Any such use of Short Video Clips by such other Users (including any modification or derivative works thereof) is not subject to Unroll’s Terms. Unroll has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Short Video Clips.

Commercialization. We reserve the right to commercialize Submitted Content, including by including advertising in and around Submitted Content. You hereby agree and acknowledge to the juxtaposition of any advertising around Submitted Content. In addition, you acknowledge and agree that you will have no right to any revenue or fees we may obtain or receive in connection with Submitted Content.

 
DISCLAIMER OF WARRANTIES.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNROLL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

UNROLL MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SERVICE.

UNROLL DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEIVCE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNROLL, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:

ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF UNROLL AND/OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;

THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR

THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.

WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF UNROLL OR ANY OF THE RELATED PARTIES EXCEED TWENTY FIVE DOLLARS ($25.00).

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Unroll and the Related Parties shall be limited to the fullest extent permitted by law.

Indemnification. You agree to indemnify, defend and hold Unroll and the Related Parties harmless from any and all claims, demands, damages or other losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Service, including any of your Submitted Content or (ii) your breach of these Terms of Use or any other policies that Unroll may issue for the Service from time to time.

Governing Law; Jurisdiction. These Terms of Use is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Unroll agree that, except as otherwise provided in Section 18 below, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms of Use or your use of the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Unroll shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

Binding Arbitration. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Unroll and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

  1. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms of Use or the use of any product or service provided by Unroll that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Unroll, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms of Use.
  2. (b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Unroll should be sent to: support@unroll.com. After the Notice is received, you and Unroll may attempt to resolve the claim or dispute informally. If you and Unroll do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
  3. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms of Use. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  4. Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
  5. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Unroll, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms of Use. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Unroll. 
  6. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Unroll in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND UNROLL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
  7. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
  8. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this Arbitration Agreement.
  9. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Unroll.
  10. Small Claims Court. Notwithstanding the foregoing, either you or Unroll may bring an individual action in small claims court.
  11. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
  12. Severability. You and Unroll agree that if any portion this Section 18 is found illegal or unenforceable (except any portion of Section 18.4), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 18.4 is found to be illegal or unenforceable then neither you nor Unroll will elect to arbitrate any Claim falling within that portion of Section 18.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and Unroll agree to submit to the personal jurisdiction of that court.

General.

  1. Terms of Use Revisions. These Terms of Use may only be revised in a writing signed by Unroll, or published by Unroll on the Service.
  2. No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Unroll as a result of these Terms of Use or your use of the Service.
  3. Assignment. Unroll may assign its rights under these Terms of Use to any person or entity without your consent. The rights granted to you under these Terms of Use may not be assigned without Unroll’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
  4. Severability. If any part of these Terms of Use is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms of Use shall be given full force and effect.
  5. Attorneys’ Fees. In the event any litigation or arbitration is brought by either party in connection with these Terms of Use, except as otherwise provided in Section 18.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
  6. No Waiver. Unroll’s failure to enforce any provision of these Terms of Use shall in no way be construed to be a present or future waiver of such provision, nor in any way affect Unroll’s right to enforce the same provision at a later time. An express waiver by Unroll of any provision, condition or requirement of these Terms of Use shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
  7. Notices. All notices given by you or required under these Terms of Use shall be in writing and addressed to:  Unroll, Inc., 9200 West Sunset Blvd, Suite 807, Los Angeles, CA 90069 ATTN: Legal Department.
  8. Export Administration. You must comply with all export laws and regulations of the United States or any other country (“Export Controls”) and you shall not export, direct or transfer any portion of the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.
  9. Equitable Remedies. You acknowledge and agree that Unroll would be irreparably damaged if the terms of these Terms of Use were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms of Use, in addition to such other remedies as we may otherwise have available to Unroll under applicable laws.
  10. Entire Agreement. These Terms of Use, including the documents referenced in these Terms of Use, constitutes the entire agreement between you and Unroll with respect to the Service and supersedes any and all prior agreements between you and Unroll relating to the Service.