1. ACCEPTANCE OF TERMS
Additionally, the RP Web Sites may themselves contain additional terms, codes of conduct or guidelines that govern use of those sites, including without limitation, particular features or offers (for example, promotions).
2. DESCRIPTION OF SERVICE
RP currently provides users with access to a collection of resources, including, various communications tools, forums, personalized content and branded programming through its network of properties (the "Service"). You also understand and agree that the Service may include advertisements and that these advertisements are necessary for RP to provide the Service. You also understand and agree that the Service may include certain communications from RP, such as service announcements, administrative messages and that these communications are considered part of RP membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new RP properties, shall be subject to the Terms. You understand and agree that the Service is provided "AS-IS" and that RP assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.
3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are at least 18 years of age and may legally form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or RP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RP has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). RP is concerned about the safety and privacy of all its users. Please remember that the Service is designed to appeal to a broad, mature audience at least 18 years of age.
4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
5. MEMBER ACCOUNT, PASSWORD AND SECURITY
If a particular RP Web Site, or any product or service offered on any RP Web Site (each a "RP Site/Service", and collectively "RP Sites/Services") requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You will receive a password and account designation upon completing the Service's registration process. You are entirely responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify RP of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. RP cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5. However, you could be held liable for losses incurred by RP or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
6. USE OF SERVICES AND MEMBER CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not RP, are entirely responsible for all Content that you upload, post, publish, distribute, disseminate, email, transmit or otherwise make available via the Service. RP does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will RP be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree to not use the Service to:
You acknowledge that RP may not pre-screen Content, but that RP and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, RP and its designees shall have the right to edit, refuse to post or to remove, in whole or in part, any Content that violates the Terms or is otherwise deemed objectionable in RP's sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by RP or submitted to RP, including without limitation information in RP Message Boards, and in all other parts of the Service.
RP reserves the right to terminate your access to any or all of the Services at any time, without notice, for any reason whatsoever.
You acknowledge, consent and agree that RP may access, preserve, and disclose your account information and Content if required to do so by law, regulation, or governmental request or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of RP, its users and the public.
You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by RP and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
Always use caution when giving out any personally identifiable information about yourself or your children in any Service. RP does not control or endorse the content, messages or information found in any Service and, therefore, RP specifically disclaims any liability with regard to the Services and any actions resulting from your participation in any Service. Managers and hosts are not authorized RP spokespersons, and their views do not necessarily reflect those of RP.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
8. MATERIALS, CONTENT OR SOFTWARE SUBMITTED OR MADE AVAILABLE FOR INCLUSION ON THE SERVICE
RP does not claim ownership of the materials you provide to RP (including feedback and suggestions) or post, upload, input or otherwise submit to any RP Site/Service or its associated services for review by the general public, or by the members of any public or private group, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or otherwise submitting ("Posting") your Submission you are granting RP, its affiliated companies and necessary sublicensees a perpetual, world-wide, royalty free, irrevocable, fully sublicensable right and non-exclusive license(s), as applicable, and permission to use your Submission in connection with the operation of their Internet businesses (including, without limitation, all RP Sites/Services), including, without limitation, the license rights to: use, adapt, copy, create derivative works from, distribute, modify, transmit, publish, publicly display, publicly perform, reproduce, edit, translate and reformat, your Submission, in whole or in part; to publish your name in connection with your Submission; and to incorporate such Submission into other works in any format or medium now known or later developed; and the right to sublicense such rights to any supplier of a RP Site/Service.
No compensation will be paid with respect to the use of your Submission, as provided herein. RP is under no obligation to post or use any Submission you may provide and RP may remove any Submission at any time in its sole discretion.
By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms including, without limitation, all the rights necessary for you to provide, post, upload, input or otherwise submit the Submissions.
All content and software (if any) that is made available to view and/or download in connection with the RP Sites/Services, excluding content and/or software that may be made available by end-users through a Service ("Software"), is owned by and is the copyrighted work of RP and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
For any Software not accompanied by a license agreement, RP hereby grants to you, the user, a revocable personal, non-transferable license to use the Software for viewing and otherwise using the particular RP Site/Service in accordance with these Terms, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the content and/or Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the United States of America. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to United States of America export restrictions.
You agree to indemnify and hold RP, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you upload, input, submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your violation of the Terms, or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your RP Username.), use of the Service, or access to the Service.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that RP may establish limits concerning use of any RP Service offered on an RP Web Site, including without limitation the maximum number of days that message board postings or other Submission of Content will be retained by any RP Service, and the maximum number of times and duration you may access any RP Service in a given period of time.
You agree that RP has no responsibility or liability for the deletion, corruption or failure to store any messages or other Content maintained or transmitted by any RP Service. You acknowledge that the features, parameters (for example, the amount of storage available to users) or existence of any RP service may change at any time.
12. MODIFICATIONS TO SERVICE
You further acknowledge that RP reserves the right to modify, discontinue, temporarily or permanently, these general practices and limits and RP's Services (or any part thereof) anytime and from time to time, in its sole discretion, with or without notice.
13. TERMINATION AND ACCESS RESTRICTION
RP reserves the right, in its sole discretion, to terminate your access to any or all RP Sites/Services and the related services or any portion thereof at any time, without notice. RP shall have no obligation to maintain any content or to forward any read, unread or unsent messages to you or any third party, if applicable.
14. DEALINGS WITH ADVERTISERS AND PARTNERS
Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that RP shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or partners on the RP Sites/Services.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because RP has no control over such sites and resources, you acknowledge and agree that RP is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that RP shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
16. NO SPAM; DAMAGES
RP may immediately terminate any account which it determines, in its sole discretion, is transmitting or is otherwise connected with any 'spam' or other unsolicited bulk email. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated then you agree to pay RP liquidated damages of five dollars (US$5.00) for each piece of 'spam' or unsolicited bulk email transmitted from or otherwise connected with your account. Otherwise you agree to pay RP 's actual damages, to the extent such actual damages can be reasonably calculated.
17. RP'S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by RP or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.
RP grants you a personal, non-transferable, non-exclusive right and limited license to access and make personal use of RP Sites/Services and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of RP. This license does not include any resale or commercial use of RP Sites/Services or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of RP Sites/Services or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The RP Sites/Services or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of RP. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of RP and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing RP's name or trademarks without the express written consent of RP. Any unauthorized use terminates the permission or license granted by RP Sites/Services. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of RP so long as the link does not portray RP, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any RP logo or other proprietary graphic or trademark as part of the link without express written permission. You agree not to access the Service by any means other than through the interface that is provided by RP for use in accessing the Service.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
19. LIMITATION OF LIABILITY
20. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 18 AND 19 MAY NOT APPLY TO YOU.
21. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS
If you intend to create or join any service, receive or request any news, messages, alerts or other information from RP Sites/Services concerning companies, stock quotes, investments or securities, please carefully read the above Sections 18 and 19 again. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The Service is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. RP and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information.
Choice of Law and Forum. Claims for enforcement, breach or violation of duties or rights under this agreement shall be adjudicated under the laws of the State of California, without reference to conflict of laws principles. All other claims, including without limitation claims under or for violation of state consumer protection laws, unfair competition laws, and in tort, shall be adjudicated under the law of your state of residence. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Los Angeles County, California, United States of America in all disputes arising out of or relating to the use of the RP Sites/Services.
Waiver and Severability of Terms. If any part of this agreement is found by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue to remain in full force and effect. The failure of RP to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.
No Right of Survivorship and Non-Transferability. You agree that your RP account is non-transferable and any rights or content within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Relationship and Indemnification. You agree that no joint venture, partnership, employment, or agency relationship exists between you and RP as a result of this agreement or use of the RP Sites/Services. You agree to indemnify and hold RP, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the RP Sites/Services.
Disclosure. RP reserves the right to disclose any personal information about you or your use of the RP Sites/Services, including its contents, without your prior permission if RP has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of RP or its affiliated companies; (3) enforce the Terms or use; or (4) act to protect the interests of its members or others.
Performance. RP's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of RP's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the RP Sites/Services or information provided to or gathered by RP with respect to such use.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The section titles in the Terms are for convenience only and have no legal or contractual effect.
23. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to this Agreement.
RP may provide you with notices, including those regarding changes to the Terms, either by email, regular mail, or postings on the Service.
25. COPYRIGHT AND TRADEMARK NOTICES
All contents of the RP Web Sites are: Copyright © 2014 RotoPass, LLC and/or its suppliers. All rights reserved.
TRADEMARKS. RotoPass and the RotoPass Logo and/or other RP services referenced herein may be either trademarks or registered trademarks of RP in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred.
Any rights not expressly granted herein are reserved.