Welcome to the Rockval Platform (as defined below). Please read these End User Terms (these “User Terms”) and our Privacy Policy (https://www.rockval.com/legal/privacy-policy) (as may be updated from time-to-time, the “Privacy Policy”) carefully because they govern your use of our software-as-a-service real estate data analytics and valuation software platform (including any associated desktop and mobile device applications (“Apps”) and websites, including without limitation www.rockval.com) and related services (collectively with any improvements, modifications, features and derivative works thereof, the “Rockval Platform”). To make these User Terms easier to read, the terms “Rockval,” “we,” and “us” include Rockval, Inc. and our affiliates and subsidiaries.
1. Agreement to Terms. By using the Rockval Platform, you agree to be bound by these User Terms. If you don’t agree to be bound by these User Terms, do not use the Rockval Platform.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE USER TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ROCKVAL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
2. Customer Terms.
(a) You may have been invited to use and access the Rockval Platform by an organization or other third party with a subscription to the Rockval Platform (the “Customer”), for example, your employer, an entity for which you perform services or friend. If you are using the Rockval Platform pursuant to a subscription between Rockval and Customer:
Customer has separately entered into another written agreement (“Customer Agreement”) with us for a subscription to the Rockval Platform and you acknowledge that your rights to use the Rockval Platform are subject to the Customer’s rights and obligations under the Customer Agreement to control and manage certain aspects of the Rockval Platform. For example, Customer may suspend or terminate your account and/or access to the Rockval Platform, or grant, restrict or modify your ability to access certain data or content within the Rockval Platform (including data or content that you upload to or post on the Rockval Platform). You further acknowledge that your access and use of the Rockval Platform will automatically terminate upon the expiration or termination of the Customer Agreement.
(b) If you have registered to use and access the Rockval Platform not pursuant to an invitation or authorization pursuant to a separate Customer Agreement (in which case, you will be referred to herein as an “Individual User”), then these User Terms govern your use of and access to the Rockval Platform, and no other terms and conditions shall apply.
If you are an Individual User, subject to the terms and conditions of these User Terms, we hereby grant to you a limited, non-exclusive, non-transferable right to use and access the Rockval Platform during the Term, solely for your internal purposes in accordance with, and subject to any limitations agreed upon during your registration for the Rockval Platform.
3. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Rockval Platform is subject to our Privacy Policy.
4. Changes to Terms or Platform. We may update these User Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated User Terms either on our website, within the Rockval Platform or through other communications. It’s important that you review these User Terms whenever we update them or you use the Rockval Platform. If you continue to use the Rockval Platform after we have posted updated User Terms, you are agreeing to be bound by the updated User Terms. If you don’t agree to be bound by the updated User Terms, then you may not use the Rockval Platform anymore. Because our Rockval Platform are evolving over time we may change or discontinue all or any aspect of the Rockval Platform, at any time and without notice, at our sole discretion.
5. Who May Use the Rockval Platform?
(a) Eligibility. You may use the Rockval Platform only if you are (i) 18 years or older and capable of forming a binding contract with Rockval; (ii) not barred from using the Rockval Platform under applicable law; and (iii) if applicable, authorized to do so by Customer.
(b) Registration and Your Information. If you want to use certain features of the Rockval Platform, you’ll have to create an account (“Account”). You can do this via the Rockval Platform through our online registration procedures which we may update from time to time. You agree that you won’t misrepresent your identity, use any other person’s image, likeness or identity, or otherwise provide any deceptive or misleading profile information or images in connection with the creation and use of your Account.
(c) Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account, and you agree to update such information to keep it accurate, complete and up to date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and will use all reasonable means to secure your Account password and associated login credentials. You agree to notify us immediately of any unauthorized use of your Account, and you agree not to share your Account with any other person or otherwise permit any other person to use your Account, even on a temporary basis. You’re responsible for all activities that occur under your Account, whether or not you know about them.
6. Feedback. We welcome feedback, comments and suggestions for improvements to the Rockval Platform(“Feedback”). You can submit Feedback by emailing us at support@rockval.com]. You grant to us a non- exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
7. Content Ownership and Responsibility.
(a) Definition. For purposes of these User Terms: “Content” means any information, data and other materials, including without limitation text, graphics, images, software, and other works of authorship of any kind, charts, graphs, spreadsheets, tables, valuation, appraisal or market information and any other analysis, property information, location or other geographical information, in each case that are posted, generated, provided or otherwise made available through the Rockval Platform, including, but not limited to User Content (as defined below).
(b) Customer Rights and Responsibilities. You acknowledge that as between us and the Customer, it is the Customer’s sole responsibility to (i) obtain your consent and permission for us to collect, store and use the data (including personal data and personally identifiable information), content, images, materials, and communications that you upload to or post on the Rockval Platform in connection with the operation and use of the Rockval Platform (“User Content”); (ii) inform you of any Customer policies or actions that may affect User Content and your ability to access User Content or any other aspects or areas of the Rockval Platform; and (iii) respond to and resolve your questions and problems, and handle any disputes, in connection with User Content or your use of the Rockval Platform. If you are an Individual User, you hereby consent and grant permission to us to collect, store and use any User Content and these User Terms govern any questions, problems or disputes in connection with User
Content or your use of the Rockval Platform.
(c) Our Content Ownership. Rockval does not claim any ownership rights in any User Content, and as between you and Rockval, nothing in these User Terms will be deemed to restrict any rights that you may have to use and exploit User Content other than any rights and restrictions afforded to Customer under the Customer Agreement. Subject to the foregoing, Rockval and its licensors hereby exclusively own and reserve all right, title and interest in and to the Rockval Platform and Content, including all associated intellectual property rights. You acknowledge that the Rockval Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Rockval Platform or Content.
(d) Rights in Data and Other User Content Granted by You.By making User Content available through the Rockval Platform you hereby grant to Rockval a non-exclusive, transferable, perpetual, irrevocable, worldwide, royalty-free license, with the right tosublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform User Content in connection with operating, providing and
improving the Rockval Platform and Content. Not with standing the foregoing, you acknowledge and agree that any data, information or other materials that is or becomes publicly available independently of this Agreement (for example, in public news sources, public tax, title, or legal records, or other publicly available records or databases) shall not constitute User Content, and may be used by Rockval for any purpose. User Content includes, among other items, data and information that you provide to us. You acknowledge and agree that Rockval may derive, compile, generate, process and analyze data (including aggregate or anonymized data or information and any insights derived therefrom) and other information relating to the provision, use and performance of various aspects of the Rockval Platform (collectively, “Aggregate Data”). Rockval owns all right, title and interest in and to the Aggregate Data and may use such Aggregate Data for any lawful purpose in connection with its business, including to provide certain features within the Rockval Platform (such as analytics) and improve or otherwise optimize the Rockval Platform, provided that Rockval shall not attempt to re-identify any Aggregate Data or use any Aggregate Data in identifiable form.
(e) Your Responsibility for User Content. You are solely responsible for all User Content. You represent and warrant that you own all User Content or you have all rights that are necessary to grant us the license rights in User Content under these User Terms. You also represent and warrant that neither User Content, nor your use and provision of User Content to be made available through the Rockval Platform, nor any use of User Content by Rockval on or through the Rockval Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
(f) Rights in Content Granted by Rockval. Subject to your compliance with these User Terms,
Rockval grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to
download, view, copy, display and print the Content solely for your permitted use of the Rockval
Platform and, if applicable, as authorized by the Customer.4(g) Removal of User Content. You can remove User Content by specifically deleting it within the
Rockval Platform subject to any applicable limitations imposed by Customer, if applicable. However, in
certain instances, some of your User Content (such as any materials you upload or post, including on
behalf of Customer, or anything that Customer wishes to retain, if applicable) may not be completely
removed and copies of your User Content may continue to exist on the Rockval Platform. We are not
responsible or liable for the removal or deletion of (or failure to remove or delete) any of your User
Content, including any data, information or other materials.
(h) Copyright and Repeat Infringer Policy.
Rockval respects the intellectual property rights of others and expects its users to do the same.
To satisfy one of the conditions of the optional safe harbor against certain remedies for online service
providers under the Digital Millennium Copyright Act, Rockval will respond expeditiously to valid
notifications of claimed infringement that are reported to Rockval's Designated Agent to Receive
Notifications of Claimed Infringement. The notifications should be addressed as follows:
CEO for Rockval, Inc.
10515 Kinkaid Terrace
Wellington FL 33449
Phone: 561-262-5408
Email: support@rockval.com
Information regarding the requirements for valid notifications of claimed infringement for service
providers like Rockval is at 17 U.S.C. § 512(c)(3) or on the Copyright Office website at
https://www.copyright.gov/dmca-directory/ (you may have to click “read more” to find the
instructions).
It is Rockval's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the
accounts of subscribers or account holders who are repeat infringers of the intellectual property rights
of others. Rockval may take action against subscribers or account holders in its discretion even if they
have not been determined to be repeat infringers, if Rockval determines that they have attracted an
unusually large number of accusations involving multiple or widespread episodes of alleging infringing
behavior.
8. Rights and Terms for Apps.
The Rockval Platform may be offered via an App (defined above). The following terms apply if your use
of and/or access to the Rockval Platform is via an App:
(a) Rights in App Granted by Rockval. Subject to your compliance with these User Terms, Rockval grants to you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device, computer or other compatible hardware that you own or control and to run such copy of the App solely for your personal use of the Rockval Platform and, if applicable, as authorized by the Customer. Except as expressly permitted in these User Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party or otherwise use the App on a time sharing or service bureau basis; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Rockval hereby reserves all rights in and to the App not expressly granted to you under these User Terms.5(b) Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
• These User Terms are concluded between you and Rockval, and not with the App Provider, and Rockval (not the App Provider), is solely responsible for the App.
• The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
• In the event of any failure of the App to conform to any applicable warranty, the App Provider will have no warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Rockval.
• The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• In the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Rockval will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these User Terms.
• The App Provider, and its subsidiaries, are third-party beneficiaries of these User Terms as related to your license to the App, and that, upon your acceptance of these User Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these User Terms as related to your license of the App against you as a third-party beneficiary thereof.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must also comply with all applicable third-party terms of service when using the App.
9. General Prohibitions and Rockval’s Enforcement Rights. You agree to not do any of the following in connection with your use of the Rockval Platform:
(a) Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent, intimidating or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Access, tamper with, or use non-public areas of the Rockval Platform, Rockval’s computer systems, or the technical delivery systems of Rockval’s providers;6(c) Attempt to probe, scan or test the vulnerability of the Rockval Platform or any other Rockval system or network or breach any security or authentication measures;
(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Rockval or any of Rockval’s providers, Customer or any other third party (including another user) to protect the Rockval Platform or Content;
(e) Attempt to access or search the Rockval Platform or Content or download Content from the Rockval Platform through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Rockval to be expressly used for such purposes;
(f) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(g) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Rockval Platform or Content;
(h) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Rockval Platform;
(i) Collect, use, transmit, disclose or store any personally identifiable information from the Rockval Platform from other users of the Rockval Platform;
(j) Impersonate or misrepresent your affiliation with any person or entity;
(k) Use any Confidential Information (as defined below), the Rockval Platform or any of its component features or functionalities to develop, sell, license, commercialize or contribute to the development or commercialization of any product or service that could compete with the Rockval Platform;
(l) Violate any applicable law or regulation; or
(m) Encourage, assist, permit or enable any other individual to do any of the foregoing. Although we’re not obligated to monitor access to or use of the Rockval Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Rockval Platform, to ensure compliance with these User Terms, the terms of any Customer Agreement and/or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these User Terms. We have the right to investigate violations of these User Terms or conduct that affects the Rockval Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. Third Party Services. Certain features and functionalities within the Rockval Platform as we determine in our sole discretion may also allow you and other Account holders to interface or interact with, access and/or use compatible third-party services, products, technology, websites and content (collectively, “Third Party Services”) through the Rockval Platform. You agree that (i) Rockval does not provide any aspect of the Third Party Services and is not responsible for any compatibility issues, errors or bugs in the Rockval Platform or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto; and (ii)7you or Customer are solely responsible for maintaining the Third Party Services and obtaining any associated licenses and consents necessary for you to utilize the Third Party Services in connection with the Rockval Platform.
11. Fees and Payment. If you are an Individual User:
(a) Fees. You agree to pay Rockval all of the fees agreed upon through your registration for the Services.
(b) Payments. All payments made for the Rockval Platform to Rockval will be made in U.S. dollars by credit card and will be non-refundable. You hereby authorize Rockval, through a third-party credit card processor, to charge your credit card for the applicable fees. The Rockval Platform will only be made available if the agreed upon fees are paid in full, and access to the Rockval Platform may be suspended for the time that any such fees are due and not paid.
(c) Taxes. You will be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by you to Rockval hereunder, other than any taxes imposed on Rockval’s income. Without limiting the foregoing, in the event you are required to deduct or withhold any taxes from the amounts payable to Rockval hereunder, you shall pay an additional amount, so that Rockval receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
12. Term and Termination.
(a) The initial term of your subscription for the Rockval Platform will be the time period specified during your registration for the Services (the “Initial Term”). If you are an Individual User, following the Initial Term, your subscription will automatically renew for additional periods of one (1) year (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless you cancel your subscription in accordance with this Section prior to the start of the upcoming Renewal Term.
(b) We may terminate your access to and use of the Rockval Platform, at our sole discretion, at any time and without notice to you. If you are an Individual User, and we terminate your access to and use of the Rockval Platform absent any breach or violation by you of these User Terms and not otherwise in accordance with these User Terms, we will refund you the prepaid amount, prorated for the remainder of the applicable payment period following such termination. This refund is your sole remedy in the event we terminate your access to and use of the Rockval Platform absent any breach or violation by you of these User Terms and not otherwise in accordance with these User Terms.
(c) You may cancel your Account at any time by sending an email to us at support@rockval.com or, if applicable, via the Rockval Platform. Upon any termination, discontinuation or cancellation of the Rockval Platform or your Account, the following Sections will survive: 6, 7(a) - (e), 7(g), and 9, 10, 12 - 19.
13. Warranty Disclaimers. THE ROCKVAL PLATFORM AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OR WHETHER OBTAINED FROM ROCKVAL, CUSTOMER OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE USER TERMS. FURTHER, ROCKVAL MAKES NO WARRANTY THAT THE CONTENT, OR THE ROCKVAL PLATFORM OR ANY8OF ITS COMPONENT FEATURES AND FUNCTIONALITIES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ROCKVAL DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF THE
ROCKVAL PLATFORM OR CONTENT; OR (II) THAT THE ROCKVAL PLATFORM OR CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. ROCKVAL HEREBY SPECIFICALLY DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD-PARTY SERVICES.
WITHOUT LIMITING ANY OTHER DISCLAIMER HEREIN, ROCKVAL MAKES CONTENT (INCLUDING ANALYSIS, VALUATION INFORMATION, PROJECTIONS AND OTHER DATA AND INFORMATION) AVAILABLE TO YOU “AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. ROCKVAL IS NOT RESPONSIBLE FOR THE VALIDITY OR ACCURACY OF ANY CONTENT, OR FOR YOUR USE OF OR RELIANCE UPON SUCH CONTENT, INCLUDING YOUR USE OF THE ROCKVAL PLATFORM FOR PURPOSES OF ANALYZING ANY ACTUAL OR POTENTIAL TRANSACTION OR OTHER OPPORTUNITY. ROCKVAL SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING LIABILITY FOR ANY DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES, FOR ANY INACCURACIES, MISCALCULATIONS, MISSTATEMENTS OR OTHER ERRORS CONTAINED IN ANY CONTENT.
WITHOUT LIMITING THE FOREGOING DISCLAIMERS, ESTIMATES, FORECASTS AND PROJECTIONS ARE FORWARD-LOOKING STATEMENTS AND INVOLVE RISKS AND UNCERTANTIES THAT MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THE ESTIMATES, FORECASTS AND PROJECTS; ACCORDINGLY, YOU SHOULD RELY ON SUCH ESTIMATES, FORECASTS AND PROEJCTS AT YOUR OWN RISK. YOU SHOULD CAREFULLY REVIEW AND INDEPENDENTLY VERIFY THE CONTENT BEFORE RELYING ON IT IN ANY WAY AND FOR ANY PURPOSE. THE ROCKVAL PLATFORM DOES NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN REVIEWING OR ANALYZING ANY CONTENT.
14. Indemnity. You will indemnify and hold harmless Rockval and its officers, directors, employees, shareholders and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Rockval Platform or Content, (ii) User Content, or (iii) your violation of these User Terms.
15. Limitation of Liability.
(a) NEITHER ROCKVAL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE ROCKVAL PLATFORM OR CONTENT WILL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE THE ROCKVAL PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROCKVAL OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) IN NO EVENT WILL ROCKVAL’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE USER TERMS OR FROM THE USE OF OR INABILITY TO USE OR ACCESS THE ROCKVAL PLATFORM OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).9(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ROCKVAL AND YOU.
16. Governing Law and Forum Choice. These User Terms and any action or proceeding related thereto will be governed by the laws of the State of New York, without regard to its conflict of laws provisions. Subject to Section 8(b), and except as otherwise set forth in Section 17 “Dispute Resolution” below, the exclusive jurisdiction for any dispute, claim or controversy arising out of or relating to these User Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Rockval Platform or Content (collectively, “Disputes”) that you are not required to arbitrate by these User Terms will be the applicable state and federal courts located in or which jurisdiction covers Palm Beach County, Florida, and you and Rockval each waive any objection to jurisdiction and venue in such courts.
17. Dispute Resolution.
(a) Mandatory Arbitration of Disputes. We each agree that all Disputes will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Rockval agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these User Terms, and that you and Rockval are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these User Terms.
(b) Exceptions and Opt-out. As limited exceptionsto Section 17(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; (ii) any Dispute involving the infringement or misappropriation of our intellectual property rights may be resolved in court and need not be resolved through arbitration; and (iii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at support@rockval.com] within thirty (30) days following the date you first agree to these User Terms.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these User Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Class Action Waiver. YOU AND ROCKVAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(f) Effect of Changes on Arbitration. Notwithstanding the provisions of Section 4 “Changes to Terms or Platform” above, if we change any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these User Terms (or accepted any subsequent changes to these User Terms), you may reject any such change by sending us written notice (including by email to support@rockval.com within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email or other communication to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these User Terms (or accepted any subsequent changes to these User Terms).
(g) Severability. With the exception of any of the provisions in Section 17(e) of these User Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these User Terms is invalid or unenforceable, the other parts of these User Terms will still apply.
18. General Terms.
(a) Confidentiality. You agree to keep and maintain the confidentiality of all confidential, proprietary and/or non-public information that you may obtain in connection with your use of the Rockval Platform, including, without limitation, all Content (excluding User Content), documentation that we provide you for the Rockval Platform, and any other information marked as confidential or that a reasonable person would understand to be confidential by the nature of such information (“Confidential Information”). You will not disclose any such Confidential Information to any other person or entity, except to the extent necessary for your use of the Rockval Platform as authorized by an applicable Customer for the purpose of team collaboration and coordination.
(b) Entire Agreement. These User Terms constitute the entire and exclusive understanding and agreement between Rockval and you regarding the Rockval Platform and Content, and these User Terms supersede and replace any and all prior oral or written understandings or agreements between Rockval and you regarding the Rockval Platform and Content. If any provision of these User Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these User Terms will remain in full force and effect. You may not assign or transfer these User Terms, by operation of law or otherwise, without Rockval’s prior written consent. Any attempt by you to assign or transfer these User Terms, without such consent, will be null. Rockval may freely assign or transfer these User Terms without restriction. Subject to the foregoing, these User Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by Rockval under these User Terms, including those regarding modifications to these User Terms, will be given: (i) via email; or (ii) by posting to the Rockval Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.11(d) Waiver of Rights. Rockval’s failure to enforce any right or provision of these User Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Rockval. Except as expressly set forth in these User Terms, the exercise by either party of any of its remedies under these User Terms will be without prejudice to its other remedies under these User Terms or otherwise.
19. Contact Information. If you have any questions about these User Terms or the Rockval Platform, please contact Rockval at support@rockval.com.
