1. CERTAIN DEFINITIONS
1.1 ‘Client-Furnished Material’ means, collectively: (i) the domain name for the Client Website (as defined below); (ii) any names, passwords and other account access information for any of the Social Media Sites (as defined below) and Location-Based Sites (as defined below) created by or for Client; (iii) all information, data, content and material furnished by Client for storage, use, reproduction, posting, display, exhibition, transmission, publication and/or distribution (as the case may be) whether on or via the Client Properties (as defined below), the RocketRoof Systems (as defined below), or otherwise, including, without limitation, names, marks, logos, designs, slogans, text, writings, publications, artwork, graphics, images, photos, animations, videos, audios, links, software and social media plug-ins; and (iv) all hardware, software and other goods and services procured and maintained by Client pursuant to Section 2.12 of this Agreement.
1.2 ‘Client Properties’ shall mean, collectively, the Client Website, the Social Media Sites and Location-Based Sites (as applicable).
1.3 ‘Client Website’ means the consumer-facing website of Client as designed (whether by Client using the RocketRoof design tools or otherwise), constructed and hosted by RocketRoof pursuant to this Agreement.
1.4 ‘Effective Date’ means the date on which Client creates an account with the RocketRoof or signs client expectations.
1.5 ‘Excused Outage’ means any outage, unavailability, interruption, delay or degradation of the Services or the Client Website resulting from or caused by any of the following: (i) scheduled downtime, maintenance or repair; (ii) any act or omission by Client or anyone acting under its authority or on its behalf; (iii) any Client-Furnished Material; (iv) any User-Generated Material (as defined below); or (v) Force Majeure (as defined below).
1.6 ‘Force Majeure’ means a cause or event that is beyond the reasonable control of RocketRoof and could not reasonably have been foreseen or avoided, including, without limitation, third-party network or system outage, hacking, virus attack or other form of sabotage, Acts of God, acts of government, strikes, lockouts, riots, insurrection, civil commotion, war and terrorist attacks.
1.7 ‘Go-Live Date’ means the date on which the kick-off call commences.
1.8 ‘IP’ means any and all forms of intellectual property, including, without limitation, patent, trade secret, copyright and trademark.
1.9 ‘Location-Based Sites’ means the local business listing for Client on certain leading location-based websites selected by RocketRoof in its sole discretion. The Location-Based Sites may (but are not required to) include Google, Bing, Yahoo, MapQuest and Yelp.
1.10 ‘Services’ is as defined in Section 2.1 of this Agreement.
1.11 ‘Service Fee’ is as defined in Section 3.1 of this Agreement.
1.12 ‘Social Media Sites’ means certain social media sites selected by RocketRoof in its sole discretion. The Social Media Sites may (but are not required to) include Facebook, Twitter and YouTube.
1.13 ‘Term’ is as defined in Section 4.1 of this Agreement.
1.14 ‘RocketRoof-Furnished Material’ means, collectively: (i) the RocketRoof Website and all contents, materials, elements, features and functionalities thereof, but excluding Client-Furnished Material contained therein; (ii) all RocketRoof names, marks, logos, designs and brand images; (iii) all links, appointments and advertisements provided by RocketRoof; (iv) all RocketRoof Systems (as defined below) and all hardware, software, tools, technologies, processes, methods, techniques and know-how provided by RocketRoof (whether for use by RocketRoof or Client or otherwise) in the rendering of the Services; and (v) all results, work products and deliverables of the Services (including, without limitation, all Client Properties source code, object code, HTML files, Java files, data files, scripts, programs, templates, user interface designs, themes, page layouts and look and feel, and documentation created by RocketRoof), but excluding Client-Furnished Material contained therein.
1.15 ‘RocketRoof Systems’ means all computer servers, networks and systems owned, controlled or operated by RocketRoof and/or its corporate affiliates in connection with the rendering of the Services, including, without limitation, those associated with the RocketRoof Website.
1.16 ‘User’ means any individual who visits or uses the Client Website but excludes each of the Parties and anyone who uses the Client Website on behalf of a Party.
1.17 ‘User-Generated Material’ means any content or material uploaded, posted, submitted or transmitted by a User on or via the Client Website.
Subject to the terms and conditions of this Agreement, RocketRoof may provide the following services to Client: (i) generate exclusive leads, (ii) providing an appointment setter to call your leads on your behalf, (iii) lead qualification, and appointment booking. In certain circumstances (iv) providing tools for Client to design and construct a Client Website for distribution to desktop and mobile devices; (v) hosting the Client Website during the Term; (vi) updating and suggesting content and design changes to enhance the Client Website’s ranking in search engines; (vii) setting up listings for Clients on certain Location-Based Sites; (viii) setting up and administering accounts for Client on certain Social Media Sites; and any other service offered by RocketRoof for which the Client is paying a fee (collectively the ‘Services’). RocketRoof will provide the applicable Services to Client based upon the package selected by Client at registration. In addition, RocketRoof reserves the right to add, modify or discontinue Services from time-to-time in its sole discretion; provided, however, that RocketRoof shall provide Client thirty (30) days prior written notice in the event RocketRoof discontinues any Service.
2.2 Reservation of Right. Notwithstanding anything herein to the contrary, Client acknowledges and agrees that RocketRoof shall have the absolute right, at any time and with or without notice to Client, to (i) suspend, disable, block, restrict or limit access to the service or any portion thereof and/or (ii) take down and remove any content or material (including, without limitation, any Client-Furnished Material, any User-Generated Material, or any RocketRoof-Furnished Material) from the Client, if doing so, in RocketRoof’s sole judgment, is necessary or advisable in order to comply with any applicable law or regulation or to protect RocketRoof or its corporate affiliates from actual or potential claims or liabilities, or for any content or material which RocketRoof determines is offensive (including any pornographic images, any foul language, disparaging remarks, references to illegal substances, derogatory remarks regarding the religion, sexuality, politics, appearances or other characteristics or beliefs of any other person or entity, etc.), or infringes, misappropriates or violates any IP or other right of any person or entity.
2.3 RocketRoof-Furnished Material. Subject to the terms and conditions of this Agreement, RocketRoof hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, limited right and license to use RocketRoof-Furnished Material solely for the purposes of receiving the Services from RocketRoof and operating the Client Properties during the Term.
2.4 Client-Furnished Material. Subject to the terms and conditions of this Agreement, Client hereby grants to RocketRoof a non-exclusive, non-transferable, non-sublicensable (except to a Subcontractor), limited right and license to use, reproduce, post, display, exhibit, transmit, publish and/or distribute (as the case may be) Client-Furnished Material solely for the purposes of providing the Services to Client during the Term in connection with the Client Properties. Client represents and warrants that: (i) it has the right to furnish and authorize use of Client-Furnished Material by RocketRoof in accordance with this Agreement; and (ii) no Client-Furnished Material will infringe upon or violate any right of any third party.
2.5 Domain Names. Client may select the domain name for the Client Website, which RocketRoof shall register (if available) in Client’s name and maintain and manage for Client during the Term. To the extent Client has already registered the Client Website domain name, Client shall, promptly after the Effective Date, give RocketRoof full access to the domain name account and authorize RocketRoof to maintain and manage the account during the Term. Upon the expiration or termination of this Agreement, RocketRoof shall turn over the control of the Client Website domain name to Client.
2.8 User Aggregate Data. Client acknowledges and agrees that RocketRoof may (whether directly or through one or more Subcontractors) collect and derive aggregate data (i.e., information that does not identify any User individually, such as site traffic data and anonymous demographic information about Users) from the Client Properties, and that all such aggregate data shall become the property of RocketRoof and may be freely used by RocketRoof and its corporate affiliates for any and all lawful purposes.
2.9 Restrictions on Use. Client (including all those acting under its authority or on its behalf) may not use the Services or the Client Properties or any RocketRoof-Furnished Material, other than for Client’s own legitimate and lawful business purposes and in a manner that complies with this Agreement and all applicable laws and regulations. Without limiting the generality of the foregoing, Client (including all those acting under its authority or on its behalf) shall not:
(i) use any of the Services or the Client Properties or any RocketRoof-Furnished Material to engage in fraudulent, deceptive or misleading activities or practices;
(ii) use any of the Services or the Client Properties or any RocketRoof-Furnished Material to engage in infringement, misappropriation or violation of any IP or other rights of any person or entity;
(iii) use any of the Services or the Client Properties or any RocketRoof-Furnished Material to engage in spam or transmission or distribution of unsolicited commercial messages in violation of applicable laws or regulations;
(v) use any of the Services or the Client Properties or any RocketRoof-Furnished Material to offer or promote illegal, unlawful, violent, harassing, discriminatory, derogatory, defamatory, libelous, pornographic, obscene, sexual, vulgar, or otherwise objectionable or offensive content or activities;
(vi) use any of the Services or the Client Properties or any RocketRoof-Furnished Material in violation of U.S. export control laws or regulations;
(vii) copy, reproduce, distribute, sell or resell, or prepare derivative works from, any of the Services or the Client Properties or any RocketRoof-Furnished Material;
(viii) reverse-engineer, decompile or disassemble the Client Properties or any RocketRoof-Furnished Material;
(ix) alter, modify, remove, deface or otherwise tamper with any RocketRoof legal notices that appear on or within the Client Properties or any RocketRoof-Furnished Material; or
(x) solicit, induce, cause or authorize others to do any of the above.
Client acknowledges and agrees that, in the event of any breach or violation of this Section 2.10 by Client or anyone acting under its authority or on its behalf, RocketRoof shall be entitled to immediately terminate this Agreement pursuant to Section 4.3(i) of this Agreement.
2.10 Monitoring. Client acknowledges and agrees that RocketRoof shall have the right to electronically and remotely monitor Client’s use of the Services, the Client Properties and RocketRoof-Furnished Material to verify Client’s compliance with the terms of this Agreement.
2.11 Hardware, etc. Client shall be solely responsible for procuring and maintaining (including, without limitation, the right to use), at its own expense, all hardware, software, Internet access, network connections, and other goods and services required for Client to access and use the Services and the Client Properties.
2.12 Passwords. Client shall safeguard all usernames, passwords and other account access information for any Client Property (collectively ‘Passwords’). Client shall be fully responsible for all activities that occur under its Passwords and shall promptly notify RocketRoof of any unauthorized use of its Passwords of which it becomes aware.
2.13 Advertising. Client acknowledges that they are responsible for all ad-spend costs and resources that are required to generate exclusive leads via Facebook, Google, or any other major platform and agree to add payment information as deemed necessary. Client agrees that in order to achieve the minimum results guaranteed via client expectations a spending of no less than $1,000.00 per month is necessary on the ad platform(s) determined by your account manager. If Client fails to keep payment method updated, we are not responsible for the results obtained throughout the campaign, delays or any other issues that may arise. Services will still be considered delivered as resources are implemented immediately when opening an account with the RocketRoof.
2.14 Ownership. As between the Parties: (i) all RocketRoof-Furnished Material and all IP rights associated therewith shall remain the sole property of RocketRoof and all use thereof by Client shall inure to the sole benefit of RocketRoof; and (ii) all Client-Furnished Material and all IP rights associated therewith shall remain the sole property of Client and all uses thereof by RocketRoof shall inure to the sole benefit of Client.
2.15 Client Information. By submitting Client information (including, without limitation, Client’s name, address, email, telephone and other contact information, billing and payment information, Passwords and other Client-related information as provided by Client (collectively ‘Client Account Information’) to RocketRoof, Client expressly represents and warrants that all Client information submitted is Client’s own information and is truthful, current and accurate, and Client further expressly acknowledges and agrees as follows:
(i) RocketRoof may collect, store, retain, and use Client Account Information for all purposes related to RocketRoof’s performance and enforcement of this Agreement, as well as to comply with applicable laws and regulations. Client billing and payment information (e.g. credit card information) will only be used for payment processing and collection purposes related to Client’s account with RocketRoof and will not be used or stored for any other purposes (except as expressly otherwise stated).
(ii) RocketRoof and its corporate affiliates may also use Client Account Information (except for Client billing and payment information) to offer, market and advertise to Client other products and services of RocketRoof and/or its corporate affiliates; provided that Client may opt out of receiving marketing communications from RocketRoof and its corporate affiliates by changing the Client account preferences or by contacting RocketRoof at firstname.lastname@example.org. It is expressly understood and agreed that such opt-out by Client will not affect RocketRoof’s notices and other communications to Client regarding the Client account, the Client Website, or any matter related to the Services or this Agreement.
(iii) RocketRoof does not knowingly share Client Account Information with any non-affiliated third party for such third party’s direct marketing use unless Client elects to opt in (whether on the RocketRoof Website or otherwise) to receiving marketing communications directly from such third party.
(v) RocketRoof may disclose Client Account Information (including Client billing and payment information, if applicable) to others if doing so is required by law or, in RocketRoof’s good faith belief, is reasonably necessary to: (1) comply with legal process (including a court order or subpoena); (2) cooperate with law enforcement; (3) enforce this Agreement or the Legal Notices for the Client Properties; (4) respond to an emergency; or (5) protect the rights, property or safety of RocketRoof, Users, and/or the public.
(vii) When Client uses the RocketRoof Website, the site servers automatically generate log files that may contain data linked to Client, such as IP addresses, ISP domain names, browser types, operating systems, referring/exit pages, date/time stamps, clickstream data, etc. Also, to the extent Client has enabled ‘cookies’ in its browser, RocketRoof may use ‘cookies’ to collect session information about Client’s visits and activities on the RocketRoof Website. RocketRoof collects and uses log file data and cookie session information for its operational purposes, including for purposes of improving Client experience on the RocketRoof Website, collecting and analyzing traffic and activity data related to the RocketRoof Website, managing Client relations, etc.
(viii) RocketRoof may collect and generate aggregate and group information based on Client and others’ visits and activities on the RocketRoof Website, or by combining Client-related information with information about RocketRoof’s other clients. Such aggregate information is anonymous and does not identify Client individually. RocketRoof shall be free to use and share with others such aggregate information for market research/analysis, marketing and advertising, and other business purposes.
(ix) RocketRoof will use commercially reasonable measures to safeguard Client Account Information, but absolute security cannot be guaranteed. No data transmission over the Internet and no data storage can be 100% secure. Consequently, RocketRoof does not warrant or guarantee the security of any information Client transmits to, from or on the RocketRoof Website. RocketRoof will endeavor to notify Client in the event RocketRoof becomes aware of a breach or suspected breach of the security of Client Account Information as stored by RocketRoof. However, it is expressly understood and agreed that RocketRoof shall not be liable for any breach of security of Client Account Information resulting from causes or events that are beyond RocketRoof’s control, including, without limitation, Client’s own act or omission, corruption of storage media, defects in third-party data security products or services, power failures, natural phenomena, riots, acts of vandalism, hacking, sabotage, or terrorism.
2.16 Cookies and Similar Devices. By entering into this Agreement, Client expressly acknowledges and agrees:
(ii) The RocketRoof Website may use other industry standard technologies like pixel tags and web beacons to track Client’s use of the RocketRoof Website and may also allow Subcontractors to use these devices on RocketRoof’s behalf. Pixel tags and web beacons are tiny graphic images placed on certain pages on the RocketRoof Website or in RocketRoof emails that allow RocketRoof to determine whether Client has performed a specific action. When Clients access these pages or open or click an email, pixel tags and web beacons generate a non-personally identifiable notice of that action. Pixel tags allow RocketRoof to measure and improve understanding of visitor traffic and behavior on the RocketRoof Website, as well as to measure RocketRoof’s promotions and performances. RocketRoof may also utilize pixel tags and web beacons provided by others for the same purposes.
(iii) Client understands RocketRoof does not represent any ad it has created for Client complies with state law, nor is RocketRoof responsible for ensuring Client’s ads comply with state law;
3. Fees and Payment
3.1 Service Fee. We offer the ability to provide payment via our Website(s) or via phone or video call. You consent to us processing your payment on your behalf if you choose to provide payment details via phone or video call. You must provide current, complete, and accurate billing and payment information. You agree to only provide us with a payment method which you are authorized to use. If your billing information changes, you must promptly update us. If you choose to purchase our Services using the payment plan option, you consent to us making multiple charges to your chosen payment method. If your billing and payment information changes during the payment plan, you must provide us with updated billing and payment information immediately. You consent to us re-trying any failed payment plan transactions, and you agree to pay any fees or related charges incurred as a result of the failed payment.
(i) If the fees and applicable taxes charged to you are dishonored, rejected, or otherwise not made available to us, you agree to immediately pay all amounts due upon demand. If the payment method you use is subject to a foreign transaction fee or related charges, you will be responsible for paying those fees or related charges. It is recommended that you verify the fees and related charges that you may be responsible for with your payment issuer. You agree to pay all costs of collection, including legal fees and costs, on any outstanding balance owed to us.
(ii) In consideration for the right to use the Service under the terms herein, you will pay subscription fees in the amount and payment terms under the applicable the “Subscription Fees”) defined in Client Expectations Agreement. You agree that in the event RocketRoof is unable to collect the Subscription Fees owed to RocketRoof for the Service, RocketRoof may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by RocketRoof in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that RocketRoof may collect interest at the lesser of 1.0% per month or the highest amount permitted by law on any amounts not paid when due. Except to the extent otherwise expressly stated in this Agreement or in an order form, all obligations to pay Subscription Fees are non-cancelable and all payments are non-refundable. Client may only cancel the Services and terminate this Agreement and its account pursuant to Section 4.2 of this Agreement
3.2 Billing and Contact Information. Client shall provide RocketRoof with current and accurate billing and contact information and shall promptly notify RocketRoof of any change in such information. If the billing or contact information provided by Client is incorrect or incomplete or becomes outdated, RocketRoof shall have the right to immediately suspend the Services and access to the Client Properties without any liability to Client, until current and correct billing and contact information is provided by Client. If Client does not provide its updated billing and contact information within 7 business days after RocketRoof makes a request, RocketRoof shall have the right to terminate this Agreement with immediate effect with or without notice to Client, upon which RocketRoof will, without any liability to Client, cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Furnished Material from the RocketRoof Website and the RocketRoof Systems.
3.3 Timely Payment. Client acknowledges and agrees that: (i) timely payment of the Service Fee for each billing period is essential to the continuation of the Services and the Client Properties; (ii) Client’s failure to pay the Service Fee on time for a given billing period shall entitle RocketRoof to immediately suspend the Services and access to the Client Properties without any liability to Client; and (iii) if Client’s account is delinquent for seven (7) days or more, then in addition to its other rights and remedies, RocketRoof shall have the right to terminate this Agreement with immediate effect upon notice to Client, upon which RocketRoof will, without any liability to Client, cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Furnished Material from the RocketRoof website and the RocketRoof systems.
3.4 Taxes. The Parties agree that Client shall pay the full amount of the Service Fee, exclusive of any sales, use, excise, value-added or other similar taxes, all of which shall be the responsibility of Client.
4. Term and Termination
4.1 Term. The initial subscription term (the ‘Initial Term’) of this Agreement will be as set forth and agreed by the parties in the Client Expectations Agreement and by default is month-to-month. At the end of the initial subscription term defined in Client Expectations, all of your RocketRoof subscriptions (including any additional subscriptions added to your account) will renew automatically for 30-day (month-to-month) terms unless you or RocketRoof notifies the other in writing, at least 30 days prior to the end of the then-current subscription term, that it chooses not to renew (initial subscription term, with any renewal subscription terms, the “Subscription Term”).
4.2 Termination by Client. Following the ‘Initial Term’ defined in the Client Expectations Agreement, Client may terminate this Agreement for any reason by sending an email to email@example.com. Client must submit its notice of cancellation no later than 5:00 p.m. PST thirty (30) days before the next billing date to avoid further charges; provided, that if such day is a Saturday or Sunday or a federal holiday, then no later than 5:00 p.m. PST of the last business day immediately prior to the start of the next billing cycle. All sales are considered final, and no refund will be issued.
4.3 Termination by RocketRoof. RocketRoof shall have the right to terminate this Agreement with immediate effect with or without notice to Client as follows: (i) pursuant to Section 3.2 or 3.3 of this Agreement,; (ii) upon a breach of this Agreement, including, without limitation, Section 2.10, by Client (including anyone acting under its authority or on its behalf); (iii) if Client becomes insolvent, files for bankruptcy, or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or makes an arrangement pursuant to any bankruptcy law, or if a receiver, liquidator, custodian, trustee or the like is appointed for its business; or (iv) if Client winds down, liquidates, or otherwise ceases or discontinues its business for any reason. Notwithstanding the foregoing, RocketRoof shall have the right to terminate this Agreement with seven (7) days prior written notice to Client for any reason or no reason.
4.4 Effect of Termination. Upon any termination of this Agreement:
(i) All unpaid and accrued Service/Installment Fee(s) in reference to and Miscellaneous Costs amounts (including interest thereon, if any) owed by Client hereunder shall become immediately due and payable to RocketRoof.
(ii) All rights and licenses granted by each Party to the other Party under this Agreement shall automatically cease and terminate;
(iii) RocketRoof will cease all of the Services, permanently deactivate and terminate the Client Properties, and permanently delete the Client account and all Client-Furnished Material from the RocketRoof Systems;
(iv) Client shall have no further right or permission to access or use, except for the Client-Furnished Materials: (1) RocketRoof Website; (2) any of the RocketRoof-Furnished Material; (3) any of the Services; and (4) any of the RocketRoof Systems;
(v) To the extent Client is in possession of any RocketRoof-Furnished Material (including any copies thereof), Client shall promptly return the same to RocketRoof or, if so requested by RocketRoof, promptly destroy the same;
(vi) To the extent Client is in possession or control of any confidential information of RocketRoof, it shall promptly return the same (including all copies thereof) to RocketRoof or, if so requested by RocketRoof, promptly destroy the same; and
(vii) Notwithstanding anything herein to the contrary, all of the provisions of Sections 2.8, 2.9, 2.15, 4.4, 5, 6, 7 and 8 (including all definitions pertaining thereto) of this Agreement shall specifically survive any termination of this Agreement.
7. Limitations of Liability
7.1 No Consequential Damages. IN NO EVENT SHALL ROCKETROOF BE LIABLE HEREUNDER TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OR OPPORTUNITY, OR LOSS OF USE OR DATA, EVEN IF ROCKETROOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
7.2 Maximum Liability. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ROCKETROOF HEREUNDER TO CLIENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED A SUM EQUAL TO THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID BY CLIENT TO ROCKETROOF DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE ARISING OF THE RELEVANT CLAIM OR ACTION.
8.1 Publicity. Neither Party shall issue any press release or public announcement about this Agreement or the relationship of the Parties hereunder unless such press release or announcement is issued jointly by the Parties.
8.2 Marketing Use of Client’s Name. Client acknowledges and agrees that, during the Term, RocketRoof and its corporate affiliates may mention and use Client’s name in sales, marketing, advertising, and promotional materials (including, without limitation, sales/marketing pitches and presentations, and client/customer lists) for the purpose of identifying Client as a customer of RocketRoof.
8.3 Relationship of the Parties. The relationship of the Parties hereunder is that of independent contractors. Nothing in this Agreement shall be deemed or construed to constitute an agency, partnership, or joint venture between the Parties.
8.4 No Assignment. Client may not assign this Agreement, in whole or in part, without the prior written consent of RocketRoof.
8.5 Notices. Except with respect to the cancellation notice set forth in Section 4.2, all notices and other communications required or permitted under this Agreement shall be in writing and sent by courier or via e-mail or facsimile.
8.6 Entire Agreement. This Agreement (including all of the Exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, communications, and agreements, written or oral, between them with respect thereto. This Agreement may not be amended or modified, except by a written instrument executed by both Parties.
8.7 Severability. If any provision or any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable, such shall be deemed stricken and deleted from this Agreement to the same extent and effect as if never incorporated herein, but all other provisions of this Agreement and any remaining portion of any provision which is not deemed illegal, invalid, or unenforceable shall continue in full force and effect.
8.8 No Waiver. No failure or delay by a Party to exercise any remedy in the event of a breach of this Agreement by the other Party will in any way operate as a waiver of such remedy, nor will any single or partial enforcement of any remedy for breach preclude the further enforcement of such remedy or the enforcement of any other remedy.
8.9 Governing Law. This Agreement, including all disputes and controversies between the Parties arising from or connected to this Agreement, shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to its conflict of laws rules.
RocketRoof’s Sales Enablement Platform Terms
THE FOLLOWING AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR USE OF THE SERVICES PROVIDED BY ROCKETROOF, LLC (“WE”, “OUR” OR “US”). WE PROVIDE YOU (“YOU”) WITH A TECHNOLOGICAL PLATFORM (THE “WEB-APP”) ON WHICH YOU CAN PROACTIVELY INTERACT WITH AND MANAGE YOUR CLIENTS (YOUR “USERS” OR “USER”), ALLOW THEM TO VIEW YOUR BOOKING AVAILABILITY AND TO SCHEDULE APPOINTMENTS WITH YOU ONLINE IN ADDITION TO OTHER SERVICES WE PROVIDE. WE ARE NOT RESPONSIBLE FOR YOUR CLIENTS, NOR ARE WE A PARTY TO THE PAYMENT PROCESS BETWEEN YOU AND YOUR CLIENTS. FOR THE USE OF OUR SERVICES, YOU WILL BE CHARGED WITH A MONTHLY INSTALLMENT FEE AS SPECIFIED IN YOUR AGREEMENT. YOU ARE RESPONSIBLE FOR THE TOTAL BALANCE OF OUR PRODUCT/SERVICES.
We reserve the right to make changes, at any time, to the Web-App, this site, and this Agreement. Your continued use of this site or the Web-App will constitute your acceptance of any new or amended terms and conditions.
To the extent that the provisions of Regulation (EU) 2016/679 (“GDPR”) apply to the processing of personal data under these Terms of Service, our Technology Partner’s Data Processing Addendum serves as an integral part of these Terms of Service.
You and your Users are expressly prohibited from using our services in any manner that involves the maintenance, creation, transmission, receipt, use or processing of Protected Health Information, as defined by HIPAA. We will not be responsible in any manner to comply with HIPAA in connection with your account.
The audio and visual information, documentation, data, software, products, services, material, and related graphics available on this site (“Materials”) and the Web-App are provided by Us. The Web-App and the Materials contained on this site are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties.
As between the parties, we alone own all rights, title and interest evidenced by, embodied in, and/or attached/connected/related to the Web-App and the Materials. Our name, trademarks, service marks, logos and the product names associated with the services provided by Us, are trademarks and/or service marks and/or trade names owned by Us or third parties that licensed their rights to Us, and no right or license is granted hereunder to use them. You may not reproduce, edit, modify, display, distribute or make any other use of the Web-App or the Materials, in any form or by any means, without Our prior written consent. We grant you permission to integrate the Web-App on your website and use it solely for the performance of the Services, provided that you do not modify the Web-App or any Materials and provided further that you retain all copyright and proprietary notices as they appear in the Web-App and Materials.
You expressly agree that our logos and other references to “Us” such as “powered by RocketRoof” will be displayed on the Web-App’s interface.
You may not use the Web-App, or any content contained in the Materials in any manner that may give a false or misleading impression or statement as to Us or any third party referenced in the Web-App or the Materials. You agree to use the site, the Web-App and the Materials accessible via the site only for lawful purposes.
We do not claim ownership over content, such as text and images that you upload through the Web-App. However, when you do so, you represent and warrant to us that you are the rightful owner of all rights to that content or that you are licensed by the rightful owners to post and use such content on the Internet through the Web-App, in accordance with this Agreement. Without derogating from the foregoing, we do not endorse or assume any responsibility with respect to content posted by you through the Web-App and marked improperly.
This Agreement does not convey to you any ownership interest in or to the Web-App, but only a limited and revocable right of use in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of Our intellectual property rights which include, without limitation, unpatented inventions and ideas, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world and under any law, as well as any goodwill associated therewith. Use of the Web-App in violation of the limited license granted hereunder will result in the termination of this Agreement and may expose you to claims for damages. You agree to take all necessary steps to prevent any unauthorized disclosure or use of the Web-App, or any part thereof, by others.
RESPONSIBILITIES AND ACCEPTABLE USE OF THE WEB-APP
You are solely responsible for the performance of the Services and the manner in which the Services are performed, and We will not bear any liability in connection therewith nor will We be responsible for any claim arising out of, or resulting from, the Services or their performance by you.
By using the Web-App, you represent to Us that: you are at least 18 years old; you are qualified to provide the Services; and you will provide the Services in accordance with any professional rules and regulations which apply to you or to the field of practice in which the Services are being rendered, to the extent that such professional rules and regulations exist, and with any legal obligations imposed on you in connection with such Services.
You are responsible for all of the acts or omissions associated with your access and use of the Web-App and the access and use of the Web-App by anyone on your behalf. You shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Web-App, including those related to data privacy, international communications, and the transmission of technical or personal data.
You shall comply with any instructions concerning access to and/or use of the Web-App that We may offer from time to time.
You specifically agree not to, in any way: (i) access (or attempt to access) the Web-App by any unauthorized or automated means, other than through the interface that is provided by Us; (ii) breach this Agreement or any other applicable rules and instructions that We may convey with respect to the use of the Web-App; (iii) interfere with or disrupt the integrity or damage the performance of the Web-App or any other computer system or network or circumvent or manipulate the operation, or functionality of the Web-App, including any hosting services provided by third parties to facilitate the Web-App; (iv) post false, inaccurate, or misleading content or content which is not compatible with the defined topics, or with the rules of behavior, in the Web-App; (v) use robots, crawlers and similar applications to collect and compile Content from the Web-App, for the purposes of competing with the Web-App, or in such ways that might impair or disrupt the Web-App’s functionality; (vi) impersonate any person or entity, or make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; (vii) collect or process personal information of Users without their explicit consent; (viii) be involved in any illegal activities, including promoting, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography; (ix) violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Web-App; (x) interfere with the proper functioning of any system, including deliberate attempt to overload a system by mail bombing, or flooding techniques; or (xi) send, store, provide or link through the Web-App to any content or material that contain or may reasonably be deemed as:
- Encouraging, supporting, assisting, providing instructions, or advising in the committing of a criminal offense, under applicable laws;
- Constituting a violation of a person’s right to privacy or right of publicity;
- Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
- Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, or racially, ethnically or otherwise objectionable;
- Unsolicited commercial communications (“spam”), chain letters, or pyramid schemes.
- Should We become aware that you have violated this Section (or any part of it), We shall be entitled, at Our own discretion, to remove the content in violation immediately, terminate your account and notify the relevant authorities.
DISCLAIMER OF WARRANTIES
We intend for the Materials contained on this site to be accurate and for the Web-App to be reliable. The Materials and the Web-App may, however, contain technical inaccuracies, typographical errors, or other mistakes. We may make corrections or other changes to the Web-App and the Materials at any time. We reserve the right to make corrections, modifications, enhancements, improvements, and other changes to the Web-App and to its products, programs, and services at any time, or to discontinue the Web-App or any other products, programs, or services without notice.
In addition, the Web App’s performance is measured using specific computer and communication systems and components and reflects approximate performance of the tested products. Any difference in hardware or software may affect actual performance.
THE WEB-APP AND MATERIALS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THE WEB-APP AND MATERIALS. WE ASSUME NO LIABILITY FOR YOUR USE OF THE WEB-APP AND THE MATERIALS OR ANY APPLICATIONS OR ASSISTANCE PROVIDED BY US.
NOTHING IN THIS AGREEMENT CONSTITUTES ANY WARRANTY OR REPRESENTATION ABOUT THE SUITABILITY OF THE WEB-APP FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS SITE OR ARISING OUT OF THE USE OR PERFORMANCE OF THE WEB-APP OR THE MATERIALS AVAILABLE ON THIS SITE, REGARDLESS OF WHETHER WE OR ANY AUTHORIZED REPRESENTATIVE OF OURS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.
Notwithstanding anything to the contrary in this Agreement or elsewhere, you agree to indemnify, defend and hold harmless Us and Our officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on their behalf, at your expense and immediately after receiving a written notice from Us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim or demand by any third party, including Users, arising from or in connection with the use of the Web-App or the rendering of the Services, any of your actions or omissions with respect to the performance of this Agreement, any communications that you convey through the Web-App, or your breach of this Agreement (including, without limitation, any of your undertakings or representations thereunder) or any other terms, laws, rules or regulations applicable to the Web-App or the Services, or your violation or infringement of a third party’s rights.
SPECIFIC NOTICE REGARDING LINKS TO THIRD PARTY SITES
This site and the Web-App may contain certain links that will let you access other websites that are not under Our control. The links are only provided as a convenience, and We do not endorse any of these websites. We are not responsible for the contents of any linked site or any changes or updates to such sites. We assume no responsibility or liability for any material that may be accessed on other websites or reached through this site or the Web-App.
OUR PUBLICATION OF INFORMATION REGARDING THIRD-PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY OF OUR PRODUCTS OR SERVICES.
The trademarks, service marks and logos used and displayed on this site, or the Web-App are registered and unregistered trademarks and service marks of Ours and others. All other registered and unregistered trademarks used on the Site, or the Web-App are the property of their respective owners. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any of Our trademarks, service marks or logos (“Marks”) used or displayed on the site or the Web-App without Our prior express written permission and, in each case: (a) are subject to Our usage guidelines, (b) all use and goodwill generated thereby shall inure to Our benefit, and (c) We are entitled to monitor and control the nature and quality of the Marks in connection with such use. When used with Our permission, all trademarks must be identified as trademarks of Ours using the appropriate symbol (e.g., ™ or ®) at the first occurrence in the text of any published printed or electronic communications.
AVAILABILITY AND INTERNET DELAYS
The availability and functionality of the Web-App depend on various factors and elements, including software, hardware, and communication networks, which may be provided by third parties. These factors are not fault free. We do not warrant or guarantee that the Web-App will operate without disruption, limitations, delays, errors, or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.
TERM AND TERMINATION
THIS AGREEMENT IS EFFECTIVE FROM THE MOMENT OF YOUR ACCEPTANCE, BY CLICKING ON THE “I AGREE” BUTTON (OR ANY SIMILAR BUTTON) AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS SECTION. We have the right to terminate this Agreement immediately, upon written notice to you. You have the right to terminate this Agreement immediately, upon written notice to us, provided, however, that any fees that have been received by us prior to such termination shall be non-refundable and any remaining fees owed based on Client Expectations will become due immediately.
The expiry or termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite expiry or termination.
We may give you notice (on behalf of Us and of a User or other third parties, to the extent necessary) by means of a general notice on the Web-App or by electronic mail to your e-mail address on record in Our account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to Us at any time by email addressed to firstname.lastname@example.org. We reserve the right to publish – including on Our website – any communications with you, as long as your personal details are not revealed without your prior consent.
MODIFICATION TO TERMS
We reserve the right to modify the terms and conditions of this Agreement or any policies relating to the Web-App. Changes will take effect 7 days after We have posted an initial notification on the Web-App, unless such amendments are made in order to comply with legal requirements. If Our amendments are made to comply with legal requirements, such amendments will become effective immediately upon their initial posting, or as otherwise required by applicable law.
You agree to be bound by any of the changes made in this Agreement, including changes to any and all documents, forms and policies incorporated herein and any other policies relating to the Web-APP. Continued use of the Web-App after any such changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, you must cease any further use of the Web-App. The date at the beginning of this Agreement indicates the last date that the Web-App Agreement was updated.
We advise you to periodically read the terms of this Agreement, as they may change from time to time.
CHANGES IN OWNERSHIP
We may transfer ownership rights and title in the Web-App or in Us (whether by way of merger, sale of shares, sale of assets, license or otherwise), to a third party, provided that your rights remain in effect according to this Agreement. In which case, all of the details and information pertaining to you will be passed on to the corporation receiving the rights in the Web-App and you hereby give your prior consent thereto.
All requests for further information or for permission to use the Web-App or reproduce any portions of the Materials in addition to the permission granted above should be directed to: email@example.com.
This Agreement shall be exclusively governed by the laws of the State of Florida, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Florida. You agree to resolve any dispute or claim that you may have against Us and to submit to personal jurisdiction in the exclusive jurisdiction of courts in Florida. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of Us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing. The section headings in this Agreement are included for convenience only and shall take no part in the interpretation or construing of this Agreement. “Including”, whether capitalized or not, means without limitation. This Agreement may not be assigned by you without Our prior written approval and any assignment without such prior written consent shall be null and void. We may freely assign Our rights and obligations in this Agreement, in part or in full.
The Client agrees to be bound by the terms of this Agreement as set forth above and as of the Effective Date of when the client expectations agreement is signed or a kickoff meeting between Client and RocketRoof happens.