Terms of service
ROSTER TECHNOLOGIES, LLC
This TERMS OF SERVICE is a contract between you, or, if you represent an entity or other organization, that entity or organization, (in either case, “you”) and Roster Technologies, LLC (“Roster”).
Roster offers this interactive online platform (the “Platform”) to assist users of the Platform (“Users”) in providing services and/or deliverables (collectively, “Work”) to, and receiving Work from, other Users of the Platform.
The Platform enables Users to create requests to obtain and perform Work through the Platform (in each case, a “Request”), for example:
When Users have slots for Work to be filled (each, a “Slot” or, together with other Slots, a “Slot Grouping”), the Platform enables Users to create Requests seeking to have Work provided by other Users to fill those Slots or Slot Groupings; and
When Users are interested in providing Work to fill Slots or Slot Groupings for other Users, the Platform enables the Users to create Requests seeking to provide that Work to other Users.
The Platform also enables Users to make applications to provide or to obtain Work under Requests for Slots or Slot Groupings created by other Users (in each case, an “Application”), for example:
When Users are interested in providing Work to fill a Request for a Slot or Slot Grouping, the Platform enables Users to make Applications to fill those Requests; and
When Users are interested in obtaining Work under a Request, the Platform enables Users to make Applications to obtain the Work under those Requests.
The Platform then enables Users posting a Request and Users making an Application for that Request to evaluate the Request and the Application and, if those Users choose to do so, to enter into an “Accepted Request” to provide and/or receive Work.
The Platform also provides Users with access to certain services (the “Services”) to help Users create and manage Requests, Applications, and the Work under Accepted Requests.
By accessing or using the Platform, you become a User of the Platform. This Terms of Service governs your access to and use of the Platform and the Services provided through the Platform, and all information and other content (“Content”) provided to or made available through the Platform.
PLEASE CAREFULLY READ THIS TERMS OF SERVICE. BY ACCESSING OR USING THE PLATFORM, OR ANY SERVICES OR CONTENT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO THIS TERMS OF SERVICE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF SERVICE, ROSTER IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, OR THE CONTENT OR SERVICES, AND YOU MUST NOT ACCESS OR USE THE PLATFORM, OR THE CONTENT OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, OR THE CONTENT OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS TERMS OF SERVICE.
DEFINITIONS AND INTERPRETATION. Terms used in this Terms of Service have the definitions given in this Terms of Service. This Terms of Service is entered into in the English language. Any translation of the Terms of Service is done solely for the convenience of the parties, and only the English language version controls. Any reference herein to “including” will mean “including, without limitation.”
RELATED AGREEMENTS. In addition to these Terms of Service, you may be required to enter into certain additional agreements, either with Roster or with other Users, related to your access to and use of the Platform and Services, including the Requests and Applications you post to or accept through the Platform and any Work performed or received under Accepted Requests (each, a “Related Agreement”). You are solely responsible for having any Related Agreement reviewed by your legal counsel, at your own expense, before entering into that Related Agreement.2.1 With Other Users. Any Related Agreement you enter into with any other User is a separate agreement in addition to these Terms of Service. You agree to strictly comply with the terms and conditions of any Related Agreement you enter into with any other User. Roster is not and will not be a party to any Related Agreement you enter into with any other User, and Roster is not responsible, in whole or in part, for any such Related Agreement or compliance with those agreements. You shall not include in any Related Agreement you enter into with any other User any terms or conditions that conflict with or contravene any provision of this Terms of Service or any Related Agreement you enter into with Roster, whether by imposing additional obligations upon Roster, by reducing protections provided to Roster, or otherwise. In the event of any conflict between this Terms of Service or any Related Agreement you enter into with Roster on the one hand and any Related Agreement you enter into with any other User on the other hand, this Terms of Service and any other Related Agreement with Roster shall control. Upon request from Roster, you agree to provide Roster with copies of any Related Agreement between you and any other User, and any related documentation or records, as may be reasonably required by Roster to verify your compliance with the terms of these Terms of Service, any such Related Agreement, or any applicable Laws.
2.2 With Roster. In the event of a conflict between these Terms of Service and any Related Agreement you enter into with Roster relating to the Platform or any Services, the Related Agreement will control with respect to your use of the portions of the Platform or Services to which the Related Agreement applies.
TERM. This Terms of Service is entered into as of the earliest date you first access or use the Platform or any Content or Services. This Terms of Service will continue until terminated as set forth herein.
MODIFICATIONS. Roster reserves the right, in its sole discretion, to amend this Terms of Service at any time, and from time to time, by posting amended versions on the Platform. Roster will give notice of any change to this Terms of Service by posting those changes in this Terms of Service. Use of the Platform after the posting of an amended Terms of Service constitutes your acceptance of, and agreement to be bound by, the amendments and all changes contained therein. Roster also reserves the right to add, remove, or change Platform or the Services at any time, for any reason. As a courtesy to you and other Users, Roster will normally provide advance notice of any material changes to the Services or the Platform, but such advance notice is not required.
ELIGIBILITY. Access to and use of the Platform, the Content, and the Services, are intended for use by individuals who are at least 18 years of age and able to form legally binding contracts. You represent and warrant that you are not: (1) a citizen or resident of (or located in) any jurisdiction where use of the Platform, or the Content or the Services, is prohibited by law; (2) a citizen or resident of (or located in) any country that is currently subject to sanctions or embargoes by the United States or any other country; or (3) an Individual who is, or who is employed by or associated with a Business Entity that is, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List, or is otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
RELATIONSHIP WITH ROSTER. Roster’s relationship with you shall be solely that of the provider of the Services through the Platform. Roster is not responsible, in whole or in part, for any act or omission of you or any other User through the Platform. Nothing in this Terms of Service or any Related Agreement shall create any other relationship between you and Roster, including master or servant, employer or employee, franchisor or franchisee, co-employer, partner, joint venturer, or any other relationship whatsoever. Roster shall not be a party to any Related Agreement between you and any other User, including any agreement for employment, subcontracting, placement, or referral, and Roster shall have no responsibility for complying or ensuring compliance with any such Related Agreement. Without limiting the foregoing, you acknowledge and agree that: (a) Roster does not provide any of the Work described in or under any Request; (b) Roster is not and will not be the recipient of any Work described under any Request, Application, or Accepted Request (e.g., Roster is not your supplier or provider or your customer or client); (c) Roster does not employ, manage or supervise, and will not employ, manage or supervise, you or any other Users (e.g., if you are a Supplier, Roster is not your employer); (d) Roster is not a staffing company, an employee leasing company, or a professional employer organization; (e) Roster is not responsible for the payment of compensation or benefits to you or any other User; (f) Roster is not responsible for paying for any Work or other services provided by you or any other User, except as expressly agreed by Roster (e.g., if you provide Work as a Supplier); (g) Roster is not responsible for any classification of you or any other User as an “employee” or a “contractor,” including classification decisions made by you or any other User; (h) Roster is not responsible for any person’s classification of you or any other User as an “exempt” or “nonexempt” employee under the Fair Labor Standards Act or similar state or local law, including classification decisions made by you or any other User; (i) Roster does not guarantee, represent, or warrant that any information on a Profile is truthful, accurate, or complete (e.g., you are solely responsible for ensuring that your Profile is truthful, accurate, and complete); (j) Roster does not guarantee or warrant, and is not responsible for ensuring, the quality, suitability, timeliness, or legality of any Work provided by you or any other User; (k) Roster does not guarantee or warrant, and is not responsible for ensuring, the accuracy of any time records provided by you or any other User; and (l) Roster is not responsible for monitoring or ensuring compliance with applicable Laws by you or any other User.
ACCESS TO THE PLATFORM AND SERVICES. Subject to these Terms of Service and any Related Agreement, during the term of these Terms of Service, Roster will provide you with a limited, personal, non-exclusive, non-transferable, and non-sublicensable subscription to access and use the Platform and Services solely for your own use in connection with your own business purposes.
ACCOUNTS AND PROFILES. To access and use certain Services through the Platform, you are required to enter into a Related Agreement with Roster and to establish and maintain an account on the Platform (your “Account”). You may also be required to create and maintain a profile through your Account on the Platform (your “Profile”). Please refer to the applicable information on the Platform to establish an Account.
CONTENT.9.1 User Content. “User Content” means any and all Content that you upload, submit, or provide to or through the Platform, including in connection with your Profile or any Request or Application. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by other Users, or any disclosure of your User Content that makes you or any third party personally identifiable. You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by Roster. Roster is not obligated to back-up any User Content. Roster may delete User Content at any time, for any reason or no reason, without notice.
9.3 License to Your User Content. You are solely responsible for all User Content that you may provide or generate through your use of or access to the Platform. As between you and Roster, you retain ownership of your User Content. However, by providing or generating your User Content through the Platform, you grant Roster a personal, worldwide, royalty-free, perpetual, assignable, and non-exclusive license to use, copy, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display your User Content throughout the world in any form, media, software, or technology of any kind. In addition, you waive all moral rights in your User Content or warrant that all moral rights applicable to such User Content have been waived. You also grant Roster the right to use your personal information, or the personal information of anyone identified therein, in connection with the reproduction or distribution of any of your User Content. You agree that you have all right, title, interest, and consent in your User Content necessary to grant Roster all rights in and to your User Content as set forth in this Terms of Service.
ACCESS.10.2 To Websites and Apps. You may access the Platform both through the website located at www.withroster.com (or any successor website) and through various other websites operated by Roster (each a “Website”) or using various mobile and online applications (each, an “App”). Each Website and App will be treated as a part of the “Platform” for purposes of this Terms of Service. Subject to your compliance with this Terms of Service and any other terms and conditions accompanying each App, Roster will permit you to download and install Apps and operate those Apps solely for the purpose of using and accessing the Platform. You may install each App only on computers, mobile devices, or smart phones owned or controlled by you and used only for your own personal and non-commercial purposes in accordance with this Terms of Service and any applicable terms and conditions accompanying the App or otherwise provided to you by Roster. Except as expressly set forth in the previous sentence, you are granted no licenses or other rights in or to any App. You agree not to use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any App other than as expressly permitted in this Terms of Service or any other terms and conditions you are required to agree to in connection with any App.
10.1 To the Platform. Subject to your compliance with this Terms of Service, Roster will permit you to access and use the Platform, and the Content and Services, solely for lawful purposes and only in accordance with the terms of this Terms of Service and any Related Agreement. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software, and other equipment as may be necessary for you to connect to, access, and use the Platform and Services.
10.3 To Other Users. The Platform may allow you to link, connect, or otherwise communicate with other Users through the Platform. By linking, connecting, or communicating with other Users, you are agreeing to allow those Users to communicate directly with you through the Platform. You agree that you are solely responsible for all communications between you and any other User through the Platform. Your extension or acceptance of a link, connection, or other communication with another User will serve as your affirmative “opt in” to the disclosure of any of your User Content or other data or information (which may include your personal information) that you provide to that other User.
10.4 To Content. Unless otherwise noted on the Platform, all Content available through the Platform, including all text, work descriptions, maps, audio, video, photographs, illustrations, graphics, and other media, is owned by Roster, the Users providing User Content, or Roster’s other third-party providers. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Subject to your compliance with this Terms of Service, you may access the Content solely for your own personal purposes in connection with your own use of the Platform, the Content and Services. Roster has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Content. Each User is solely responsible for any and all of its User Content. Because Roster does not control User Content, you acknowledge and agree that Roster is not responsible for any User Content. Roster makes no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and Roster assumes no responsibility for any User Content. Your interactions and transactions with other Users are solely between you and such Users. You agree that Roster will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between You and any other User, Roster is under no obligation to become involved. Without limiting the foregoing, Roster will not be held liable to You or any other third party for any Content (including your User Content) under a Federal Law called the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Terms of Service, you are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If you would like to use any Content in a manner not permitted by this Terms of Service, please contact Roster.
10.5 To Requests and Applications. The Platform may provide you with the ability to post Requests and to make Applications to accept Requests posted by other Users. In addition to this Terms of Service, any Accepted Request is also subject to any Related Agreement you may agree to with another User in connection with that Accepted Request.
APP STORE. The Application may be obtained through a third-party distribution platform (e.g., the Apple® App Store or Google Play® App Store) (the “App Store”) and is to be used solely on a mobile device owned or controlled by you that operates such third party’s operating system. This Terms of Service incorporates by reference the terms of the Addendum to this Terms of Service and any other terms available at the respective App Store from which you have obtained the Application. You agree that this Terms of Service is between you and Roster, and not with the App Store. The App Store is not responsible for the Application, maintenance and support services, or any warranty thereof, nor for addressing any claims related thereto. You agree to pay all fees charged by the App Store in connection with the Application (if any). The Application may also be subject to additional terms and conditions or privacy policies of such App Store, and Roster is not a party to nor responsible for those additional terms.
FEES; TAXES.12.1 Fees. Roster does not charge fees for using the Platform under these Terms of Service. However, if you establish an Account on the Platform, you may incur certain fees in connection with using the Platform, posting or accepting Requests, making Applications, receiving or providing Work under an Accepted Request, and using other Services through the Platform (“Fees”). Fees may be posted on the Platform or as included in a notice from Roster to you. Fees may also be included in Related Agreement you enter into with Roster or other Users. All Fees will be subject to the terms of any Related Agreement you enter into in connection those Fees.
12.2 Taxes. Unless otherwise specified in a Related Agreement, all Fees are exclusive of, and you are responsible for all payment of, any applicable taxes, fees, value-added surcharges, import and export duties, and other assessments or duties, levied or assessed against you or Roster by any governmental entity in connection with this Terms of Service, any Related Agreement, or your use of the Platform, including under any Requests, Applications, or Accepted Requests, including any sales, use, gross receipts, excise, value-added, services, consumption, withholding, personal property, or other taxes, and excluding only any taxes based on Roster’s net income.
TERMINATION AND SUSPENSION.
13.1 Termination. Roster may terminate this Terms of Service at any time, for any reason or no reason, with or without cause, and with or without prior notice to you. You may terminate this Terms of Service, for any reason or no reason, with or without cause, upon notice to Roster.
13.2 Effect of Termination. Upon termination of this Terms of Service for any reason: (a) all rights and licenses granted to you under this Terms of Service will terminate; (b) your right to access and use the Platform and all Content and Services will terminate immediately, and you will no longer have access to any of User Content stored on the Platform, including User Content created or generated by you; and (c) all of your User Content stored on the Platform may be deleted or destroyed, and Roster will have no liability for any such deletion or destruction. Notwithstanding the termination of this Terms of Service, you will continue to be bound by the terms of any applicable Related Agreement until the termination or expiration of such Related Agreement.
13.3 Suspension. Without limiting Roster’s right to terminate this Terms of Service, Roster may suspend your access to the Platform and all Content and Services at any time, with or without prior notice, for any reason that Roster considers appropriate in its sole discretion, including your actual or suspected violation of any provision of this Terms of Service, any Related Agreement, or applicable Law. During any such suspension, your right to access or use of the Platform and all Content and Services will be temporarily suspended and you will not have access to any User Content stored on the Platform, including User Content created by you, while the suspension is in effect.
13.4 Survival. All provisions of this Terms of Service that, by their nature, contemplate performance or compliance after the termination of this Terms of Service shall survive the termination of this Terms of Service. Such provisions include provisions regarding privacy, confidentiality, intellectual property rights, arbitration, and fees and payment previously rendered.
TECHNOLOGY. The Platform and Services, the databases, software, hardware, and other technology used by or on behalf of Roster to operate the Platform and offer the Services (collectively, the “Technology”), constitute valuable trade secrets of Roster. You will not, and will not permit any third party to: (1) access or attempt to access the Platform or Services except as expressly provided in this Terms of Service, or access or attempt to access the Technology in any manner; (2) use the Technology or the Platform or Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology or the Platform or Services; (3) upload, transmit, or distribute any malware, viruses, worms, or other harmful or malicious software, code, routine ,or data that is designed or intended to harm, damage, alter, or disrupt the Technology or the Platform or Services; (4) harvest, collect, gather, or assemble information or data regarding other Users, including e-mail addresses, without their consent; (5) alter, modify, reproduce, or create derivative works of the Technology or the Platform or Services; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology or the Platform or Services; (7) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or the Platform or Services, or otherwise make the Technology or the Platform or Services available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology or the Platform or Services; (9) access or use the Platform or the Services through any automated means, including bots, spiders, or scrapers; (10) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology or the Platform or Services; or (11) interfere with the operation or hosting of the Technology or the Platform or Services.
OWNERSHIP. As between you and Roster, Roster retains all right, title, and interest, including all IPR, in and to the Technology and the Platform or Services and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology or the Platform or Services, and you are not granted any right or license to access or use the Technology itself, apart from your ability to access and use the Platform and Services under this Terms of Service. The Roster name, logo, and all product and service names associated with the Platform and Services or any Content are trademarks of Roster and its licensors and providers and you are granted no right or license to use them.
REPRESENTATIONS AND WARRANTIES. Each party hereby represents and warrants to the other party that: (a) it has and will maintain the legal right and authority to enter into this Terms of Service and each Related Agreement; (b) this Terms of Service and each Related Agreement forms a binding legal obligation on behalf of such party; (c) it has and will maintain the legal right and authority to perform its obligations under this Terms of Service and each Related Agreement, including all Work; (d) it has and will maintain the legal right to grant the rights and licenses described in this Terms of Service and any such Related Agreement, without the consent of any third party, breach of any contract or agreement with any third party, or violation of applicable Law; (e) it shall comply in all respects with all applicable Laws related to this Terms of Service and the performance of its obligations under this Terms of Service and any Related Agreement, including all Work; and (f) it shall obtain and maintain all applicable registrations, permits, and licenses required in connection with the performance of its obligations under this Terms of Service and any Related Agreement, including all Work.
ACKNOWLEDGEMENT. You acknowledge that the Platform is a general purpose online platform and is not specifically designed to facilitate compliance with any specific Law. You acknowledge that you will access and use the Platform in compliance with all applicable Laws and refrain from accessing or using the Platform in a manner that would cause Roster to violate any applicable Law. Roster is not responsible for notifying you of any such Law, enabling your compliance with any such Law, or for your failure to comply. You represent and warrant to Roster that your User Content and your use of and access to the Platform will comply with all applicable Laws and will not cause Roster itself or any other User to violate any applicable Laws.
DISCLAIMER. THE PLATFORM, AND THE CONTENT AND SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ROSTER, AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS, DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR ADEQUACY OF THE PLATFORM OR ANY CONTENT OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED IN THE CONTENT OR USER CONTENT THAT MAY BE PROVIDED THROUGH THE PLATFORM. ROSTER, AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM, THE CONTENT AND SERVICES, AND OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ROSTER, OR ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS TERMS OF SERVICE OR ANY RELATED AGREEMENT. THIS DISCLAIMER IS IN ADDITION TO ANY DISCLAIMER CONTAINED HEREIN OR IN ANY RELATED AGREEMENT.
. To the fullest extent permitted by law, you hereby release Roster, its affiliates and subsidiaries, and each of their respective directors, officers, managers, partners, employees, contractors, and agents, and all successors and assigns thereof, from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to any dispute relating to this Terms of Service or any Related Agreement, the Platform, Content, or Services, any Request (including any Accepted Request), Application, or any Work. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns. 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.”
INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Roster, its affiliates and subsidiaries, and all of their respective directors, officers, managers, partners, employees and agents, and all successors and assigns thereof (each a “Roster Indemnified Party”), from any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any claim, suit, proceeding, demand, or action brought by you, any other User, or any third party against any Roster Indemnified Party arising out of or relating to: (1) any access to or use of the Platform and any Content or Services by you or on your behalf, including any obligations to make or pay any Fee or other amount to any other User or third party; (2) any of your obligations under any Related Agreement, including any Work; (3) any failure to comply with this Terms of Service or any Related Agreement by you or your agents; (4) any failure to comply with any applicable Law by you or your personnel or any action or inaction by you or your personnel that causes Roster to fail to comply with any applicable Law; (5) any negligence, willful misconduct, or fraud by you or your personnel; (6) any defamation, libel, violation of privacy rights, unfair competition, or infringement of any IPR or allegations thereof to the extent caused by you or your personnel; (7) your User Content or any access to or use thereof; or (8) any Request or Acceptance posted or made by you or on your behalf, or any Work provided or received by you or on your behalf pursuant to any Accepted Request. Roster will use reasonable efforts to provide you with notice of any such claim or allegation, and Roster will have the right to participate in the defense of any such claim at its expense.
LIMITATION ON LIABILITY. ROSTER, AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THIS TERMS OF SERVICE OR ANY RELATED AGREEMENT OR ANY ACCESS TO OR USE OF THE PLATFORM OR ANY CONTENT OR SERVICES, EVEN IF ROSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF ANY USER CONTENT, OPPORTUNITY, REVENUES, PROFITS, OR REPUTATION, ANY BUSINESS INTERRUPTION, OR ANY COST OF PROCUREMENT OF SUBSTITUTE CONTENT, GOODS, OR SERVICES. ROSTER’S TOTAL CUMULATIVE LIABILITY, AND THE TOTAL LIABILITY OF ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS, IN CONNECTION WITH THIS TERMS OF SERVICE AND ALL CONTENT AND SERVICES PROVIDED UNDER THIS TERMS OF SERVICE AND ANY RELATED AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10 OR THE FEES YOU PAID ROSTER TO USE THE SERVICES UNDER THIS TERMS OF SERVICE OR SUCH RELATED AGREEMENT. YOU AGREE THAT ROSTER WOULD NOT ENTER INTO THIS TERMS OF SERVICE OR ANY OTHER RELATED AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ROSTER’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CLAIMS OF INFRINGEMENT. Roster respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on the Platform without your authorization in a way that constitutes copyright infringement, you may notify Roster’s designated copyright agent by mail to:
Roster Technologies, LLC
Attn: Roster Copyright Agent
831 Pearl Street Boulder, CO 80303
Please provide the following information to Roster’s Copyright Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature. Roster will take whatever action, in its sole discretion, it deems appropriate, including removing the allegedly infringing work from the Platform.
DISPUTE RESOLUTION.24.1 Mandatory Binding Arbitration. All disputes, claims or causes of action arising out of or relating to this Terms of Service, the Platform, or the Services (“Claims”) shall be resolved solely and exclusively by binding arbitration pursuant to the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Any such arbitration shall be administered by the American Arbitration Association applying its then-current Commercial Arbitration Rules, a copy of which can be found at www.adr.org. The arbitration shall be conducted in Boulder County, Colorado, before a single arbitrator. The arbitrator shall be bound by applicable law and shall have the authority to award all remedies, and only those remedies, that could have been awarded by a court of a law had the Claim been brought in such court, including attorney fees and costs in accordance with applicable law. Judgment on the arbitrator’s award may be entered by any court of competent jurisdiction. For the avoidance of doubt, the arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the interpretation, enforcement, or application of this Section, including the enforceability, revocability, scope, or validity of this Section or any portion of the Section, including, but not limited to, any question as to whether the parties agreed to arbitrate. The parties agree that all such matters shall be decided solely by an arbitrator and not by a court. Notwithstanding the foregoing, any party may apply to any court of competent jurisdiction for an order compelling arbitration pursuant to this Section and for temporary and preliminary injunctive relief to preserve the status quo and prevent irreparable harm pending arbitration.
24.2 Pre-Arbitration Negotiation. Before commencing any arbitration, the party desiring arbitration shall first give notice to the other party describing the Claim and requesting negotiation of the dispute (“Notice of Claim”). During the 30-day period following the Notice of Claim (“Negotiation Period”), the parties may attempt in good faith to negotiate and resolve the Claim. The Negotiation Period may be waived, shortened, or extended by mutual written agreement of the parties. However, the failure of any party to negotiate in good faith shall not constitute a breach of this Terms of Service and shall not affect the length of the Negotiation Period or the right of any party to commence arbitration upon the expiration of the Negotiation Period.
24.3 Waiver of Right to Jury Trial. By entering into this Terms of Service, you waive your right to a trial by jury on any Claims.
24.4 Waiver of Right to Participate in Class or Collective Proceedings. Both you and Roster agree to bring any Claim in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. You hereby waive your right (if any) to have any Claim brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, or as a member in any such class, collective, representative, or private attorney general proceeding (“Class Action Waiver”). The arbitrator will have the authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the Class Action Waiver is unenforceable as to that Claim. The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Roster may seek enforcement of this Arbitration Clause and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of any Claim brought on a class, collective, representative, or private attorney general basis.
GOVERNING LAW AND VENUE. This Terms of Service, including any Claims, will be governed in all respects exclusively by the laws of the State of Colorado, as such laws apply to contracts between Colorado residents performed entirely within Colorado, without regard to the conflict of laws provisions thereof. Subject to the Dispute Resolution provisions of the User Agreement, each party will bring any action or proceeding arising from or relating to this Terms of Service exclusively in a federal or state court in the State of Colorado.
LINKED SITES AND SOCIAL MEDIA.26.1 . Linked Sites. The Platform, and the Content and Services, may contain links to third-party sites or content that are not under the control of Roster. If you access a third-party site or content from the Platform, then you do so at your own risk, and Roster is not responsible for any content on any linked site. You may establish a link to the Platform, provided that the link does not state or imply any sponsorship or endorsement of your site by Roster or any group or individual affiliated with Roster. You may not use on your site any Content or marks appearing on the Platform in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Platform without Roster’s prior written consent.
26.2 Social Media. Roster may provide experiences on social media platforms, such as Facebook®, Twitter®, and LinkedIn®, which enable online sharing and collaboration among Users who have registered to use them. Any information or data that you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of service and privacy policies of those platforms. Please read those platforms’ terms of service and privacy policies carefully before posting any information or data on those platforms.
NOTICE. Any notices to and other communications with Roster arising out of or relating to this Terms of Service, the Platform, or any Services shall be made in writing and sent by email to email@example.com; or by certified mail, return receipt requested, or by commercial delivery service (such as UPS or FedEx) with proof of receipt and addressed to: 831 Pearl Street Boulder, CO 80303, ATT: Public Relations. Notices or other communications sent by other means may not be received and shall have no legal effect unless agreed upon in writing by Roster. Service of legal process shall be made upon Roster’s registered agent for service of process. Roster does not accept service of legal process by other means. Any notices to and other communications with you arising out of or relating to this Terms of Service or any Related Agreement, including service of legal process, shall be sufficient and complete when made in writing and sent by email to any email address you have specified in your Profile or in connection with your Account; or by certified mail, return receipt requested, or by commercial delivery service (such as UPS or FedEx) with proof of receipt and addressed to any mailing address specified in your Profile or in connection with your Account.
GENERAL PROVISIONS.28.1 Amendment. No amendment or modification of this Terms of Service or any Related Agreement entered into with Roster shall be binding on Roster unless the amendment or modification is contained in a written agreement signed by a duly authorized representative of Roster. For purposes of this Section, email and other electronic communications shall not constitute a written agreement, but a fax copy or a PDF copy of a written agreement shall have the same effect as the original. This Section does not apply to modifications to this Terms of Service posted by Roster to the Platform from time to time.
28.2 Waiver. Any waiver or failure to enforce any provision of this Terms of Service or any Related Agreement entered into with Roster on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.
28.3 Assignability. This Terms of Service shall not be assigned or otherwise transferred by you (whether by operation of law or otherwise) without the express written consent of Roster. Roster may assign this Terms of Service to any affiliate or subsidiary or to any successor in interest to Roster or any of its affiliates or subsidiaries. Any assignment or transfer in violation of this Section shall be null and void. This Terms of Service shall inure to the benefit of the parties and their successors and permitted assigns.
28.4 Severability. If any provision of this Terms of Service or any Related Agreement entered into with Roster is held to be invalid or unenforceable, the remaining provisions shall be unaffected by such determination, and the invalid or unenforceable provisions shall be deemed modified to the minimum extent to render them enforceable in a manner that gives maximum effect to the intent of the parties.
28.5 Force Majeure. Neither you nor Roster shall be responsible for the failure to perform, nor any delay in performance of, any obligation under this Terms of Service or any Related Agreement entered into with Roster due to war, natural disaster, acts of government, riots, labor disturbances, telecommunications or Internet failures, or other similar occurrences beyond the control of such party.
28.6 Entire Agreement. These Terms of Service and any Related Agreement entered into with Roster form the complete and exclusive terms and conditions between you and Roster regarding your access to and use of the Platform and all Content and Services. This Terms of Service and any such Related Agreement supersede any prior terms and conditions (or prior versions of this Terms of Service) you may have entered into with Roster or any other proposals or other communications between you and Roster relating to your use of the Platform or the Content or Services. Although Roster drafted this Terms of Service contract, you represent and agree that you have had ample time to consider it, and to consult with counsel regarding it, and you waive the benefit of any principle of law requiring that ambiguities in a document be construed against the party that drafted the document.
Supplemental Terms for Apple®
Notwithstanding anything set forth above, if you obtained a license to the Application through the Apple App Store, the following additional terms and conditions apply.
A. Acknowledgement: You acknowledge that this Terms of Service is between you and Roster, not Apple, and that Roster, not Apple, is solely responsible for the Application and the content thereof.
B. Scope of License: For the avoidance of doubt, the license granted herein is solely for your use on any Apple-branded products that you own or control as permitted by this Terms of Service and the Usage Rules set forth in the App Store Terms of Service.
C. Maintenance and Support: You acknowledge that Apple will not have any obligation whatsoever to provide any maintenance or support with respect to the Application.
D. Warranty: You agree that Roster shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in this Terms of Service. In the event of any failure of the Application to conform to any applicable warranty, you have the right to notify Apple and Apple shall refund the purchase price for the Application to you. You acknowledge that, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Application, and that any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Roster, to the extent applicable.
E. Product Claims: Both parties hereto agree that Roster, not Apple, is responsible for addressing any claims made by you or any third party relating to the Application or your possession and/or use of the Application, including: (i) product liability claims; (ii) any claims that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
F. Intellectual Property Rights: Both parties hereto acknowledge that in the event of any third-party claim that the Application or your possession and use of the Application infringes such third party’s intellectual property rights, Roster, not Apple, will solely be responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
G. Legal Compliance: You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on a U.S. Government list of prohibited or restricted parties.
H. Developer Name and Address: Roster’s contact information for any questions, complaints, or claims with respect to the Application is set forth in this Terms of Service.
I. Third-Party Terms of Agreement: You must comply with all applicable third-party terms of agreement when using the Application (e.g., you must not be in violation of your wireless data service when using the Application).
J. Third-Party Beneficiary: Both parties acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of this Terms of Service, and that, upon your acceptance of the terms and conditions of this Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Service against you as a third-party beneficiary hereof.
K. Apple Minimum Terms Control: You acknowledge and agree that if any of the terms and conditions of this Terms of Service are inconsistent or in conflict with Apple’s applicable Instructions for Minimum Terms for Developer’s End User License Agreement, the terms and conditions of Apple’s Instructions for Minimum Terms of Developer’s End User License Agreement shall apply.