This website is the property of ROAT.com © 2019. All rights reserved. All third-party trademarks are property of their respective owners. The entire content of this website is copyrighted by ROAT.com. Use of these trademarks and of the images and content on this website is prohibited unless otherwise authorized in writing by ROAT.com.
Rights and Permissions
If you have any questions concerning the usage or licensing of ROAT.com copyrighted materials, for example, graphics, audio, tools, or materials, please submit your detailed request in writing. Please be sure to include any surrounding copy or text to the ROAT.com material.
STANDARD TERMS OF SERVICES
This Statement of the terms of your engagement of ROAT.com (hereinafter “we”, “us” or “the Company”) is an integral part of any service the Company provides, and all of which will become effective when authorized representative(s) of Client (hereinafter “you” or “the Client”) have agreed to work with the Company.
To the extent any agreement contains any terms that are inconsistent with those contained herein, the latest Terms information will control. This statement sets forth the standard terms of the Company’s engagement as your web services provider. Unless modified in writing by mutual agreement, these terms will be an integral part of the Company’s agreement with you and will apply to all projects that the Company works on for you. Therefore, the Company asks that you review this statement carefully and contact the Company promptly if you have any questions. We suggest that you retain a copy of this statement in your file.
DEVELOPER REPRESENTATIONS AND WARRANTIES.
THE DEVELOPER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN AS "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. DEVELOPER DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE CONTUNUAL, UNINTERRUPTED OR ERROR FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DEVELOPER CONTENT.
THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER. DEVELOPER DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Intellectual Property Infringement Claims.
Developer represents, BUT DOES NOT WARRANT, that to the best of its knowledge the Developer Content delivered to Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.
THE DEVELOPER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AGAINST INFRINGEMENT, AND DEVELOPER SHALL NOT INDEMNIFY CLIENT AGAINST INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS.
Limitation of Developer's Liability to Client.
In no event shall Developer be liable to Client for lost profits of Client, or special or consequential damages, even if Developer has been advised of the possibility of such damages.
Developer's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Developer by Client under this Agreement.
Developer shall not be liable for any claim or demand made against Client by any third party except to the extent such claim or demand relates to copyright, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled Intellectual Property Infringement Claims.
Client shall indemnify Developer against all claims, liabilities and costs, including reasonable attorney fees, of defending any third-party claim or suit arising out of the use of the Developer Content provided under this Agreement, other than for infringement of intellectual property rights. Developer shall promptly notify Client in writing of any third-party claim or suit and Client shall have the right to fully control the defense and any settlement of such claim or suit.
Client Representations and Warranties.
Client represents and warrants to Developer as follows:
Client has the authority to enter into and perform its obligations under this Agreement;
Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Developer to use Client Content for the Site; and
Client has or will obtain any authorizations necessary for hypertext links from the Site to any other third-party websites.
Client will indemnify Developer from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client's representations and warranties contained in this Agreement. For such indemnification to be effective, however, Developer must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.
Confidentiality: During the term of this Agreement, Developer will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Developer uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Developer within 15 days of disclosure.
Confidential information does not include information that: the Developer knew before Client disclosed it; is or becomes public knowledge through no fault of Developer; Developer obtains from sources other than Client who owe no duty of confidentiality to Client; or Developer develops independently.