RooClick

RooClick.com User Agreement

Terms & Conditions of Use


YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE
This web site, including all of its features and content (this "Web Site") is a service made available by RooClick.com, a division of Long Trail Technologies, LLC, or its affiliates (collectively referred to herein as "Provider" or "RooClick") and all content, information, services and software ordered or provided on or through this Web Site ("Content") may be used solely under the following terms and conditions ("Terms of Use"). You may only access or use this Web Site if you agree to these terms. If you do not agree, do not access or use the Web Site.


1. Web Site Limited License. As a user of this Web Site you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Web Site and Content in accordance with these Terms of Use. Provider may terminate this license at any time for any reason

2. Limitations on Use; Third Party Communications.


2. Limitations on Use; Third Party Communications.

2.1. Limitations on Use. The Content on this Web Site is for your personal use only and not for commercial exploitation, other than your brand, company or other content which you have legal and commercial rights to. Notwithstanding the foregoing and to the extent this Web Site provides electronic commerce, such buying opportunities may be made available for group as well as personal purchasing, so long as you are authorized to make purchases on behalf of such group. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Web Site or the Content. Nor may you use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Web Site or the Content without Provider's prior written permission. You may not use this Web Site to transmit any false, misleading, fraudulent or illegal communications. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Web Site, except to the extent permitted above. You may not use or otherwise export or re-export this Web Site or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Any unauthorized use of this Web Site or its Content is prohibited.

3. Intellectual Property Rights.

3.1. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring on you or any third party any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory law), rule or regulation including, without limitation those related to copyright, trademark, service mark, patent, or other intellectual property rights. You agree that the Content and Web Site are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Uploading content that infringes any copyright laws or is subject to any third party proprietary rights is not permitted and will be removed.

3.2. This Web site contains interactive areas which includes, without limitation, any advertisements, blogs, wikis, bulletin boards, discussion boards, chat rooms, email forums, suggestion boxes, reviews, comments, ratings, and question and answer features (the "Interactive Areas"). You grant to Provider an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, authorize use of and have used on its behalf any ideas, expression of ideas, text, graphics, messages, blogs, links, data, information and other materials you submit (collectively, "Submittals") to this Web Site. Said license is without restrictions of any kind and without any payment due from Provider to you or permission or notification, to you or any third party. The license includes, the right to make, use, sell, reproduce, publish, modify, adapt, prepare derivative works from, combine with other works, translate, distribute, display, perform and sublicense Submittals in any form, medium, or technology now known or hereafter developed.

3.3. You certify and warrant that the Submittals: (i) are your original works or that the owner of such works has expressly granted to Provider a perpetual worldwide royalty-free irrevocable, non-exclusive license for said works with all of the rights granted by you in section 4.2 of these Terms of Use and (ii) do not violate and will not violate the rights of any third party including any right of publicity, right of privacy , copyright, patent or other intellectual property right or any proprietary right.

3.4. You acknowledge and agree that your posting of Submittals to this Web Site does not create any new or alter any existing relationship between you and Provider.

3.5. If you have submitted photographs to this Web Site, you agree that any such photos may be included in the Interactive Areas, including with your Submittals. If you have not submitted any photographs then Provider may, but is not obligated to, display a stock photo or legal image with your Submittals. You hereby consent to the use of such stock photos or images in the Interactive Areas.

3.6. By providing Submittals to this Web Site, you acknowledge and agree that Provider may create on its own ideas that may be, or may obtain submissions that may be, similar or identical to Submittals you submit. You agree that you shall have no recourse against Provider for any alleged or actual infringement or misappropriation of any proprietary or other right in the Submittals you provide to Provider.

3.7. Provider shall have the exclusive option to purchase from you and acquire all right, title and interest in any Submittals containing patentable subject-matter that you submit to this Web Site. The option shall be exercisable by Provider from the date you submit such Posting until one year from that date. If Provider exercises its option under this section you agree to accept payment in the amount of $1,000.00 USD or value in kind at Provider's discretion as full and sufficient consideration for such purchase, and you agree to execute, acknowledge and deliver any and all instruments required to transfer legal ownership of Submittals to Provider. Such instruments include, but are not limited to, assignments and declarations executed by you.

4. Digital Millennium Copyright Act - Notification of Alleged Copyright Infringement. Provider has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "Act") and avails itself of the protections under the Act. Provider reserves the right to remove any Content that allegedly infringes another person's copyright. Provider will terminate, in appropriate circumstances, subscribers and account holders of Provider's system or network who are repeat infringers of another person's copyright. Notices to Provider regarding any alleged copyright infringement should be directed to RooClick.com, Chief Legal Officer via mail or courier at 200 North Charity Heights, Bardstown, Kentucky 40004, via fax at (502) 348-4878, or via email at jpw@ky-atty.com.

5. Linking to this Web Site. You may provide links to this Web Site, provided that (a) you do not remove or obscure, by framing or otherwise, any portion of this Web Site, including any advertisements, terms of use, copyright notice, and other notices on this Web Site, (b) you immediately deactivate and discontinue providing links to this Web Site if requested by Provider, and (c) Provider may deactivate any link(s) at its discretion.

6. No Solicitation. You shall not distribute on or through this Web Site any Submittals containing any advertising, promotion, solicitation for goods, services or funds or solicitation for others to become members of any enterprise or organization without the express written permission of Provider. In no event may any person or entity solicit anyone with data retrieved from this Web Site.

7. Advertisers. This Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on this Web Site is accurate and complies with applicable laws. Provider will not be responsible for the illegality of or any error or inaccuracy in advertisers' or sponsors' materials or for the acts or omissions of advertisers and sponsors.

8. Registration. Certain sections of this Web Site require you to register. If registration is requested, you agree to provide accurate and complete registration information. It is your responsibility to inform Provider of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page. Provider does not permit a) anyone other than you to use the sections requiring registration by using your name or password; or b) access through a single name being made available to multiple users on a network or otherwise. You are responsible for preventing such unauthorized use. If you believe there has been unauthorized use, you must notify Provider immediately by emailing jpw@ky-atty.com.

9. Submittals in Interactive Areas of this Web Site.

9.1. Submittals to be Lawful. If you participate in Interactive Areas on this website, you shall not post, publish, upload or distribute any Submittals which are unlawful or abusive in any way, including, but not limited to, any Submittals that are defamatory, libelous, pornographic, obscene, threatening (including terroristic threating, training or the support of terrorism), invasion of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability or violate any local, state, federal or international law, or the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, either intentionally or unintentionally. Provider may delete your Submittals at any time for any reason without permission from you. Videos that promote, suggest, or imply any threatening actions, death threats, terroristic threats, damage, physical harm either actions or planning are not allowed.

9.2. Submittals to be in Your Name. Your Submittals shall be accompanied by your real name and shall not be posted anonymously. Notwithstanding the previous sentence, if the applicable registration page for your participation in any of the Interactive Areas allows you to create a screen name, you may also select and use an appropriate screen name that is not your real name, provided that you use your real name when registering for participation in the Interactive Area. Participants in Interactive Areas shall not misrepresent their identity or their affiliation with any person or entity.

9.3. Submittals shall not contain protected health or student information. You are strictly prohibited from providing any material that is considered protected health or student information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) or the Family Educational Rights and Privacy Act (FERPA).

9.4. No Monitoring of Submittals. Provider has no obligation to monitor or screen Submittals and is not responsible for the content in such Submittals or any content linked to or from such Submittals. Provider however reserves the right, in its sole discretion, to monitor Interactive Areas, screen Submittals, edit Submittals, cause Submittals not to be posted, published, uploaded or distributed, and remove Submittals, at any time and for any reason or no reason.

9.5. Non-Commercial Use only of Interactive Areas. Interactive Areas are provided solely for your personal use. Any unauthorized use of the Interactive Areas of this Web Site, its Content, or Submittals is expressly prohibited.

10. Errors and Corrections. Provider does not represent or warrant that this Web Site or the Content or Submittals will be error-free, free of viruses or other harmful components, or that defects will be corrected or that it will always be accessible. Provider does not warrant or represent that the Content or Submittals available on or through this Web Site will be correct, accurate, timely, or otherwise reliable. Provider may make improvements and/or changes to its features, functionality or Content or Submittals at any time.

11. Third Party Content. Third party content (including, without limitation, Submittals) may appear on this Web Site or may be accessible via links from this Web Site. Provider shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third party content appearing on this Web Site. You understand that the information and opinions in the third party content is neither endorsed by nor does it reflect the belief or opinion of Provider. Further, information and opinions provided by employees and agents of Provider in Interactive Areas are not necessarily endorsed by Provider and do not necessarily represent the beliefs and opinions of Provider.

11.1 If you use third party content, embeds, iframes or other external media from sites like YouTube, Vimeo, or similar sites, you acknowledge and agree to abide by the third-party company Terms and Conditions and may limit your use of this site, including the use of overlays when streaming their content. If you attempt to upload a link to another site, you acknowledge and assume the risk of not following their Terms and Conditions, which may include the suspension or removal of your third-party account.

12. Purchase Conditions. When buying an item, you agree to RooClick's rules for buyers and that you are responsible for reading the full item listing before making a purchase, offer to purchase, or commitment to buy; you enter into a legally binding contract to purchase an item when you commit to buy an item (or your offer to purchase is otherwise accepted); for motor vehicles and real estate, an offer initiates a non-binding transaction representing a buyer's serious expression of interest in buying the seller's item and does not create a formal contract between the buyer and the seller; we do not transfer legal ownership of items from the seller to the buyer; and, that Kentucky Revised Statutes KRS 355.2.401(2) and Uniform Commercial Code section 2-401(2) apply to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise. Third party vendors or sellers and buyers are responsible for complying with all laws, rules and regulations applicable to the sale, purchase and shipment of items, whether within the United States or internationally.

13. Assumption of Risk. You assume all liability for any claims, suits or grievances filed against you, including all damages related to your participation in any of the Interactive Areas.

14. DISCLAIMER. THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, AND SUBMITTALS ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, AND THE SUBMITTALS INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (D) THE UNAVAILABILITY OF THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, THE SUBMITTALS, OR ANY PORTION THEREOF, (E) YOUR USE OF THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE SUBMITTALS, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, OR THE SUBMITTALS.

15. LIMITATION OF LIABILITY; RELEASE. PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THIS WEB SITE, THE CONTENT, THE SUBMITTALS, THE INTERACTIVE AREAS, ANY FACTS OR OPINIONS APPEARING ON OR THROUGH ANY OF THE INTERACTIVE AREAS, OR ANY THIRD PARTY COMMUNICATIONS. PROVIDER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEB SITE, THE INTERACTIVE AREAS, THE CONTENT, THE SUBMITTALS, OR ANY THIRD PARTY COMMUNICATIONS. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, PROVIDER'S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO $100.00. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

16. Indemnification. You agree to indemnify, defend and hold Provider, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to this Web Site harmless from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use by you or arising from or related to any Submittals uploaded or submitted by you.

17. Third Party Rights. The provisions of paragraphs 14 (Disclaimer), 15 (Limitation of Liability; Release), and 16 (Indemnification) are for the benefit of Provider and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to this Web Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

18. Unlawful Activity; Termination of Access. Provider reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Provider may discontinue any party's participation in any of the Interactive Areas at any time for any reason or no reason.

19. Remedies for Violations. Provider reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular internet address to this Web Site and any other Provider web sites and their features.

20. Legal Disputes. You agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or any other version of the Rooclick User Agreement, your use of or access to RooClick's sites, services, applications, tools and Content, or any products or services sold or purchased through RooClick's sites, services, applications, tools or Content, will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims between you and RooClick are resolved.

20.1. Applicable Law. You agree that the laws of the Commonwealth of Kentucky, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and RooClick, except as otherwise stated in this User Agreement.

20.2. Agreement to Arbitrate. You and RooClick each agree that any and all disputes or claims that have arisen or may arise between you and RooClick relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to RooClick's Content and/or Services, or any products or services sold, offered, or purchased through RooClick's Content or Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

22.3. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND ROOCLICK AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ROOCLICK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER ROOCLICK USERS.

22.4. Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the User Agreement including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or User Agreement is void or voidable. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA's site at http://www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must send a copy of the completed form to us at the following address to initiate arbitration proceedings: Long Trail Technologies, LLC, c/o Saltsman & Willett, P.S.C., 212 E. Stephen Foster Avenue, P.O. Box 327, Bardstown, Kentucky 40004. The arbitration shall be held only within the City of Louisville, Kentucky, or at another mutually agreed location. If the value of the relief sought is $5,000 or less, you or RooClick may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and RooClick, subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or RooClick, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the Commonwealth of Kentucky, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different RooClick users, but is bound by rulings in prior arbitrations involving the same RooClick user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

22.5. Costs of Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse RooClick for all fees associated with the arbitration paid by RooClick on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

22.6 Severability. If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall continue to apply.

22.7 Judicial Forum for Legal Disputes. Unless you and RooClick agree otherwise, in the event that the agreement to arbitrate above is found not to apply to you or to a particular claim or dispute, as a result of a decision by the arbitrator or a court order or otherwise, you agree that any claim or dispute that has arisen or may arise between you and RooClick must be resolved exclusively by a state or federal court having jurisdiction within Nelson County, Kentucky. You and RooClick agree to submit to the personal jurisdiction of the courts having jurisdiction within Nelson County, Kentucky for the purpose of litigating all such claims or disputes.

23. Privacy. Your use of this Web Site is subject to Provider's Privacy Policy. All policies posted on our Web Sites set out the terms on which RooClick offers you access to and use of our sites, services, applications and tools and Content. All policies including, without limitation, the RooClick Policy are incorporated into this Agreement. You agree to comply with all the above when accessing and using our services and Content.

24. Severability of Provisions. These Terms of Use incorporate by reference any notices contained on this Web Site, the Privacy Policy and the Provider Services Terms and constitute the entire agreement with respect to access to and use of this Web Site, the Interactive Areas, and the Content and Submittals. If any provision of these Terms of Use is unlawful, void or unenforceable, or conflicts with the Provider Services Terms then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. Notwithstanding anything to the contrary in these Terms of Use, if you have a separate signed written agreement with a Provider that applies to your use of any of that Provider's Content, that agreement constitutes the entire agreement between you and that Provider with respect to the affected Content subject thereto (the "Otherwise Covered Content"), and these Terms of Use shall be treated as having no force or effect with respect to the Otherwise Covered Content.

25. Modifications to Terms of Use. Provider reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on this Web Site and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of this Web Site after any such changes constitutes your consent to such changes.

Updated April 6, 2018