Terms and Conditions
Roastr - Terms and Conditions
Last Updated: 11-13-2018
Welcome and thank you for visiting and using Roastr. The Roastr services, which include, but are not limited to, any of the entertainment content, products, services, websites, or mobile applications produced or distributed by Roastr (“Services”), are provided by TorpedoesAway, LLC., a company organized under the laws of the Unites States of America. By accessing or using any of the Services provided by Roastr or its affiliates, however accessed, you manifest your intent and agree to be bound by this terms of use Agreement (“Agreement”). This Agreement affects your legal rights and obligations. If you do not agree to be bound by this Agreement, you are expressly prohibited from accessing or using the Services. After a modification, replacement, or amendment of the terms of this Agreement, your continued use of the Services constitutes your agreement to said modification, replacement, or amendment.
1. Eligibility
By using the Services, you warrant and agree that you are either above the age of majority in your nation, state, province, territory, or city or the age of eighteen (18), whichever is greater. You warrant that you are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement. If you are using the Services on behalf of a business entity or third party, you warrant that you have actual authority to act as an agent of that business entity and third party and have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity.
2. Definitions
2.1 The "Content" refers to the content on the Roastr Services, including, but not limited to, the text, software, scripts, graphics, photos, mobile applications, sounds, music, pictures, interactive features and the like. The "Content" does not include User Engagement, which is defined below.
2.2 "User" means a visitor of the Roastr Services, a Roastr Services account holder or a user of the Roastr Services.
2.3 "User Submissions" refer to content (e.g., images, photographs, graphics, audio and video files, text, files, information, sounds, musical works, works of authorship, applications, links, and other communications, content or materials, along with any text associated with the content) submitted, posted or displayed by Users.
2.4 "User Comments" refer to comments submitted, posted or displayed by Users.
2.5 "User Engagement" collectively refers to User Submissions and User Comments.
3. The Roastr Services
3.1 Roastr may provide Users with the ability to upload or transmit content to or through the Services, including, but not limited to, User Submissions and User Comments. When you submit User Engagement to the Services, you grant Roastr a non-exclusive, irrevocable, worldwide, and perpetual license to use your User Engagement for the customary and intended purposes of the Services. These purposes may include providing you or third parties with the Services, backing up or archiving the Services, and selling or transferring the Services to a third party. In submitting User Engagement to the Services, you agree to waive all moral rights in or to your User Engagement across the world, whether you have or have not asserted moral rights. You also agree to waive all rights of publicity or privacy in or to your User Engagement.
3.2 Roastr is not responsible for any User Engagement, third-party content, syndicated content, services, advertisements, and/or links that may be contained on the Services. The Services may contain links to third party websites that are not owned or controlled by Roastr. Roastr has no control over, and assumes no responsibility for, the content, services, privacy policies, terms of use, or practices of any third-party websites. Additionally, Roastr will not and cannot censor or edit the content of any third-party site. By using the Services, you expressly hold Roastr harmless from any and all liability arising from your use of any third-party website. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICES ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
3.3 You agree that you are responsible for all data or roaming charges you incur through use of the Services.
3.4 Roastr prohibits crawling, scraping, caching or otherwise accessing any Content or User Engagement on the Roastr Service via automated means, except as may be the result of standard search engine protocols or technologies used by a search engine with Roastr express consent.
3.5 You are solely responsible for your interactions with other Users of the Roastr Services, whether online or offline. You agree that Roastr is not responsible or liable for the conduct of any User. Roastr reserves the right, but has no obligation, to monitor or become involved in disputes between you and other Users.
3.6 There will be occasions when the Roastr Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
3.7 Roastr reserves the right to remove any Content and/or User Engagement from the Roastr Services for any reason, without prior notice. Content and/or User Engagement removed from the Roastr Services may continue to be stored by Roastr, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Roastr is not a backup service and you agree that you will not rely on the Roastr Services for the purposes of content backup or storage. Roastr will not be liable to you for any modification, suspension, or discontinuation of the Roastr Services, or the loss of any Content or User Engagement. You also acknowledge that the Internet may be subject to breaches of security and that the submission of User Engagement or other information may not be secure.
4. Access to the Roastr Services
4.1 Roastr provides you with a limited, non-exclusive, non-sub licensable, non-assignable, and revocable license to use the Services for their customary and intended purposes. Use of the Services for a use outside of their customary and intended purposes or in violation of the terms of this Agreement will result in the immediate termination of this license. This license is revocable at any time, and any rights not expressly granted herein are reserved to Roastr.
4.2 In order to access some features of the Roastr Services, you will have to create an account. You may never use another User's account without permission, or solicit, collect, or use the login credentials of other Users. When creating your account, you must provide accurate and complete information. You are responsible for keeping your password secure and you are solely responsible for the activity that occurs on your account. Although Roastr will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Roastr or others due to such unauthorized use. If you become aware of any breach of security or unauthorized use of your password or of your account, you must notify Roastr immediately at contact@torpedoesaway.com.
4.3 You agree you will not sell, transfer, license or assign your account, username, or any account rights. Roastr prohibits the creation of, and you agree that you will not create, an account for anyone other than yourself.
4.4 You also agree that all information you provide or provided to Roastr upon registration and at all other times will be true, accurate, current and complete, and you agree to update your information as necessary to maintain its truth and accuracy.
5. Use of the Roastr Services--Permissions and Restrictions on Your Use
5.1 You agree to use the Roastr Services only for purposes that are permitted by this Agreement. Roastr hereby grants you permission to access and use the Roastr Services as set forth in this Agreement, provided that:
5.1.1 You agree that you have the legal right and capacity to enter into this Agreement in your jurisdiction.
5.1.2 You must not use the Roastr Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (e.g., federal, state, local and provincial) applicable to your use of the Roastr Services and your User Engagement, including, but not limited to, copyright laws and export laws.
5.1.3 You must not post abusive, obscene, threatening, harassing, defamatory, libelous, offensive, violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive User Engagement via the Roastr Services, or User Engagement that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate. You must not post spam. You must not defame, stalk, abuse, harass, threaten, impersonate or intimidate people or entities. You must not intentionally make false or misleading statements.
5.1.4 You must not post private, confidential or sensitive information, or information that is otherwise in breach of the law via the Roastr Services, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non- public phone numbers or non-public email addresses. You must not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein.
5.1.5 You must keep all of your User Engagement relevant and "on topic" to the particular item of User Engagement open for comments or submissions.
5.1.6 You must not distribute in any medium any part of the Roastr Services without prior written authorization from Roastr. You agree not to circumvent, disable or otherwise interfere with security related features of the Roastr Services or features that prevent or restrict use or copying of any Content and User Engagement or enforce limitations on use of the Roastr Services and the Content and User Engagement therein.
5.1.7 You must not engage in any activity that interferes with or disrupts the Roastr Services (or the servers and networks which are connected to the Roastr Services), including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any part of the Roastr Services is rendered or displayed in a User's browser or device.
5.1.8 You must not change, alter or modify any part of the Roastr Services for any reason.
5.1.9 You agree not to use or launch any type of automated system, including but not limited to, "robots," "spiders," or "offline readers," etc., that accesses the Roastr Services in a manner that sends more request messages to Roastr servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. You agree not to access (or attempt to access) any of the Roastr Services, including Content and User Engagement, by any means other than through the interfaces that are provided by Roastr.
5.1.10 You agree not to use the Roastr Services for any commercial purpose or use, either direct or indirect, without the prior written authorization of Roastr. You may access User Engagement solely for your information and non-commercial, personal use or as otherwise intended through the normal functionality of the Roastr Services. Roastr permits you to link to materials on the Roastr Services for personal, non-commercial purposes only.
5.1.11 You must not solicit, for commercial purposes, spam, or send harassing communications to any Users. Additionally, you must not collect or harvest any personal information from the Roastr Services. You must not offer to sell or buy any product or service, and you must not post advertisements or solicitations of business.
5.1.12 You must not attempt to restrict another User from using or enjoying the Roastr Services and you must not encourage or facilitate violations of this Agreement or any other Roastr terms.
5.1.13 The Content and Roastr intellectual property, including, but not limited to, the Roastr trademarks, trade names, and logos, on the Roastr Services, except all User Engagement, are owned by or licensed to Roastr, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Roastr Services may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Roastr reserves all rights that are not expressly granted in and to the Roastr Services and the Content. You agree not to use, copy, or distribute, either directly or indirectly, any of the Content other than that which is expressly permitted herein, including any use, copying, or distribution of User Engagement of third parties obtained through the Roastr Services for any commercial purposes. If you download or print a copy of the Content and/or User Engagement for personal use, you must retain all copyright and other proprietary notices contained therein. You agree that Roastr holds no responsibility for content posted within the service, including, but not limited to, User Engagement. Roastr is not obligated to monitor or edit any content posted on Roastr, including, but not limited to, User Engagement. If your content violates this Agreement, you may bear legal responsibility for that content.
5.1.14 Roastr reserves the right to discontinue any aspect of the Roastr Services, either specifically to you or generally, at any time.
5.1.15 Roastr may terminate a User's access to the Roastr Services at any time, for any reason. If Roastr suspects that you have violated any provision of this Agreement, Roastr may also seek any other available legal remedy. Your rights under this Agreement will terminate automatically if you breach any part of this Agreement. Further, Roastr reserves the right to refuse access to the Roastr Services to anyone for any reason at any time.
6. User Engagement
6.1 You shall be solely responsible for your own User Engagement and the consequences of posting or publishing User Engagement.
6.1.1 In addition to the general restrictions above, the following restrictions and conditions apply specifically to your User Comments:
6.1.1.1 You may be given the opportunity to review and post User Comments on the Roastr Services. Your User Comments must adhere to this Agreement, any additional applicable terms of the mobile application store or marketplace where you have downloaded such Roastr Services, and, to the extent applicable, foreign, national, state or local laws. If a comment is made using your identity, it will be deemed to have been posted by you. Roastr will not accept responsibility for User Comments and other information posted in the comments. If Roastr receives notice that any User Comments are not in compliance with this Agreement or the intended use of the User Comments, Roastr may remove such User Comments. Additionally, engaging in such conduct may result in you and/or your account being banned from the Roastr Services.
6.1.1.2 User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Roastr Services. User Comments are made available AS IS and may not be used, copied, reproduced, displayed, sold, licensed, downloaded, distributed, transmitted, broadcast, or otherwise exploited in any manner not intended by the normal functionality of the Roastr Services or otherwise as expressly authorized under this Agreement.
6.1.2 In addition to the general restrictions above, the following restrictions and conditions apply specifically to your User Submissions--you affirm, represent, and/or warrant that:
6.1.2.1 You own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Roastr Services and this Agreement.
6.1.2.2 You have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Roastr Services and this Agreement.
6.1.2.3 The Roastr Services may now or in the future permit User Submissions and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Roastr does not guarantee any confidentiality with respect to any submissions
6.1.3 You additionally affirm, represent and warrant that the posting and use of your User Engagement on or through the Roastr Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights.
6.1.4 You agree to pay for all royalties, fees, and any other monies owed by reason of your User Engagement that you post on or through the Roastr Services.
6.2 Roastr does not endorse any User Engagement or any opinion, recommendation, or advice expressed therein, and Roastr expressly disclaims any and all liability in connection with User Engagement. Roastr does not permit copyright infringing activities and infringement of intellectual property rights on its Roastr Services, and Roastr will remove all Content and User Engagement if properly notified that such Content or User Engagement infringes on another's intellectual property rights. Roastr may, but has no obligation to, remove, edit, block, and/or monitor User Engagement or accounts containing User Engagement that Roastr determines in its sole discretion violates this Agreement. Roastr will also terminate a User's access to the Roastr Services, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had User Engagement removed from the Roastr Services more than twice.
6.3 Roastr reserves the right to determine in its sole discretion whether Content or User Engagement is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Roastr may, at any time, without prior notice and in its sole discretion remove such User Engagement and/or terminate a User's access for submitting such material in violation of this Agreement.
6.4 You understand that when using the Roastr Services, you will be exposed to User Engagement from a variety of sources. Roastr is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Engagement. You understand and agree that Roastr cannot and will not be responsible for the User Engagement posted on the Roastr Services and you use the Roastr Services at your own risk. You further understand and acknowledge that you may be exposed to User Engagement that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Roastr with respect thereto to the fullest extent permitted by law.
7. Copyright Policy
7.1 Reporting Instances of Copyright Infringement
If you are a copyright owner or an agent thereof and believe that any User Engagement or other content infringes upon your copyrights, you may submit a notification pursuant by providing Roastr' Copyright Agent with the following information in writing:
7.1.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
7.1.2 Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
7.1.3 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
7.1.4 Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
7.1.5 A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
7.1.6 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 of an exclusive right that is allegedly infringed. Roastr' Copyright Agent to receive notifications of claimed infringement is: TorpedoesAway, LLC. 2982 Goodview Trl. Los Angeles, California, 90068, USA. You acknowledge that if you fail to comply with all the requirements of this Section your notice may not be valid.
7.2 Submitting a Counter-Notice
If you believe that your User Engagement that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Engagement, you may send a counter-notice containing the following information to Roastr' Copyright Agent:
7.2.1 Your physical or electronic signature;
7.2.2 Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
7.2.3 The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material to be removed or disabled"; and
7.2.4 Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction the Federal District Court for the juridical district in which the User is located or, if the User is outside of the United States, for any judicial district in which Roastr may be found, and a statement that you will accept service of process from the person who provided the original DMCA notification of the alleged infringement or an agent of such person.
If a counter-notice is received by Roastr' Copyright Agent, Roastr may send a copy of the counter- notice to the original complaining party informing that person that it may replace the removed User Engagement or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the User who provided the User Engagement, the removed User Engagement may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Roastr' sole discretion.
8. Intellectual Property
8.1 You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related and submitted to this Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.
8.2 Roastr allows members to take photos and to share those photos through our Services with other users. We refer to all of this Content provided by Users and "User Content".
8.3 In order for us to make the User Content you contribute available on the Site for these purposes, and to operate, market and promote the service, we need the right to make use of such User Content in accordance with and subject to this agreement. Therefore, by contributing User Content to Roastr or creating it you automatically grant to us an irrevocable and perpetual (except as set forth in this Agreement), non-exclusive, transferable, fully-paid, royalty-free, worldwide license, by ourselves or with others, to use, copy, distribute, publicly perform, publicly display, print, publish, republish, excerpt (in whole or in part), reformat, translate, modify, revise and incorporate into other works, that User Content and any works derived from User Content, in any form of media or expression, in the manner in which the Service from time to time permits User Content to be used and to license or permit others to do so. This License also grants us the right to sublicense that User Content to other Users to permit their use of that User Content in the manner in which the Service from time to time permits User Content to be used.
9. User Consent to Receive Communications In Electronic Form
For contractual purposes, you: (a) consent to receive communications from us in an electronic form via email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication would satisfy that if it were in writing. The foregoing does not affect your non-waivable rights.
We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by emailing us or replying to any of our emails asking to unsubscribe. The email to contact us will be contact@torpedoesaway.com to opt-out of any email communication.
10. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW:
10.1 YOUR USE OF THE Roastr SERVICES IS AT YOUR OWN RISK. THE Roastr SERVICES, INCLUDING, WITHOUT LIMITATION, THE WEBSITES, CONTENT, USER ENGAGEMENT, ANY PRODUCTS OR SERVICES AVAILABLE ON THE Roastr SERVICES AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT THEREIN IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Roastr DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Roastr AND ITS SUBSIDIARIES, AFFILIATES, "SISTER ENTITIES", OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS THAT: (i) THE Roastr SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE Roastr SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE Roastr SERVICES OR THE SERVER THAT MAKES THE Roastr SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES; (iv) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE Roastr SERVICES WILL BE ACCURATE OR RELIABLE; (v) THE QUALITY OF ANY SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE Roastr SERVICES WILL MEET YOUR EXPECTATIONS; AND (vi) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
10.2 Roastr DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, USER ENGAGEMENT, OR PRODUCTS OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Roastr SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM THE FOREGOING. Roastr WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
10.3 Roastr DOES NOT WARRANT THAT YOUR USE OF THE Roastr SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND Roastr SPECIFICALLY DISCLAIMS SUCH WARRANTIES. BY ACCESSING OR USING THE Roastr SERVICES, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE Roastr SERVICES.
11. Limitation of Liability
11.1 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE Roastr PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO ANY: (i) THE Roastr SERVICES; (ii) THE CONTENT; (C) USER ENGAGEMENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE Roastr SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE Roastr PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE Roastr SERVICES; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE Roastr SERVICES; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE Roastr PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE Roastr PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE MAXIMUM TOTAL LIABILITY OF THE Roastr PARTIES TO YOU FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS $100.
11.2 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3 YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF Roastr' ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE Roastr PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE Roastr PARTIES.
11.4 YOU SPECIFICALLY ACKNOWLEDGE THAT Roastr SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
11.5 BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
11.6 Roastr IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
11.7 YOU AKNOWLEDGE THAT YOU MUST NOT UPLOAD OR CONTRIBUTE ANY CONTENT NOT ORIGINALLY CREATED BY YOU, OR ANY CONTENT WHICH IS NOT PROPERLY LICENSED BY YOU, AND OR OF SOMEONE ELSE WHICH HASN'T GIVEN THEIR CONSENT.
12. Indemnity
You agree to defend, indemnify and hold harmless the Roastr Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney's fees) arising out of or in any way connected with: (i) your User Engagement or your use of and access to the Roastr Services; (ii) your breach or alleged breach of this Agreement; (iii) your violation or alleged violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders; (v) any claim that your User Engagement caused damage to a third party; or (vi) any misrepresentation made by you. You will cooperate as fully required by Roastr in the defense of any claim. Roastr reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Roastr. This defense and indemnification obligation will survive this Agreement and your use of Roastr Services.
13. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Roastr without restriction.
14. Governing Law and Arbitration
You agree that: (i) the Roastr Services shall be deemed solely based in Los Angeles, California; and (ii) the Roastr Services shall be deemed a passive service that does not give rise to personal jurisdiction over Roastr, either specific or general, in jurisdictions other than Los Angeles, California. This Agreement shall be governed by the laws of the state of California, without respect to its conflict of laws principles, and will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. This arbitration will be held in Los Angeles, California and you hereby consent to the exclusive personal and subject matter jurisdiction of such arbitrator. The award of such arbitration may be entered as a judgment in any court of competent jurisdiction and consistent with the New York Convention. In the event that binding arbitration is not enforceable, you consent to the exclusive jurisdiction of the state and federal courts of Los Angeles, California for the resolution any disputes.
15. General
15.1 This Agreement, together with the Privacy Notice at Roasted Privacy Policy which is incorporated by reference, and any other legal notices published by Roastr on the Roastr Services, shall constitute the entire agreement between you and Roastr concerning the Roastr Services.
15.2 If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
15.3 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Roastr's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
15.4 Roastr reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the Roastr Services following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
15.5 YOU AND Roastr AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE Roastr SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.