Terms & Conditions
Terms of Use Agreement
EFFECTIVE DATE: APRIL 18, 2023.
Welcome to www.rothliving.com, a website and online service of Roth Corporation (“Roth,” “we,” “our,” or “us”). This Terms of Use Agreement (this “Agreement”) is where we explain the terms and conditions by which a person visiting www.rothliving.com (the “User,” “you,” or “your”) may use this website, our online services, and the software provided on this website or in connection with our services (collectively the “Site”). Each of you and Roth shall be referred to individually in this Agreement as a “Party,” and you and Roth shall be referred to collectively in this Agreement as the “Parties.”
By accessing or using the Site, you signify that:
(i) you have read, understand, and agree to be bound by, this Agreement;
(ii) you agree to the collection and use of your information by us as set forth in our Roth Corporation Website Privacy Policy, available at www.rothliving.com (the “Privacy Policy”), and that you have read, understand, and agree to be bound by, the Privacy Policy; and
(iii) you have read, understand, and agree to any other legal notices or conditions or guidelines posted on the Site.
Please note that certain sections of the Site may have additional or different terms of use or privacy policies applicable to those sections of the Site. Any such additional or different terms will be posted on the applicable section of the Site.
If you do not agree to the terms of this Agreement or the Privacy Policy or to other legal notices or conditions or guidelines posted on the Site, please do not use the Site.
- CHANGES TO THIS AGREEMENT OR THE SITE
As Roth may determine in our sole discretion, we reserve the right, at any time and without prior notification to you, to:
(i) amend or modify the terms and conditions of this Agreement;
(ii) modify the Site;
(iii) suspend or discontinue operation of the Site, or eliminate portions, elements, aspects, or features of the Site; and
(iv) terminate, suspend or deny your access to or use of the Site.
Upon any termination, suspension or denial by Roth of your access to or use of the Site, you agree to immediately discontinue your use of the Site.
If we amend or modify this Agreement, we will change the Effective Date, above. We may, in our sole discretion or when legally required, provide you with email notice regarding such update. Your continued use of the Site after any amendment or modification of this Agreement constitutes your acceptance of this Agreement as so amended or modified.
Certain of the terms and conditions of this Agreement may be subject to modification by Roth Living.
- USE OF OUR SERVICES
Roth provides www.rothliving.com as a private screening service that allows you to have an enhanced consumer experience with Sub-Zero, Wolf and Cove appliances (the “Service”).
- ELIGIBILITY
You must be at least eighteen (18) years of age to set up a User Account or use the Site.
- ACCOUNT REGISTRATION
When you become a registered user of the Site, you agree to: (i) provide true, accurate, current and complete information about yourself, including your current e-mail address and other information, as may be prompted by registration forms applicable to the Site; and (ii) maintain and update such information so that it is always current in our registration records. Information you provide to us is subject to the Privacy Policy. By becoming a registered user of the Site, you agree to accept sole responsibility and liability for all activities that occur under and or through the user name that you have provided to us, regardless of whether you have authorized such activities. Roth reserves the right to decline registration or to provide you with a lower level of service based on our network eligibility requirements, for any or no reason, and we may terminate your registration and User Account or otherwise deny you access to the Site in our sole discretion without notice or liability.
- ACCOUNT INFORMATION
You may not transfer or sell your user account for the Site (your “User Account”) or the associated user name or account information to any third party. If you are registering as the representative of a commercial entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
- PASSWORD
You are fully responsible for all activity, liability and damage resulting from your failure to maintain the confidentiality of any password associated with your User Account. You agree to immediately notify Roth of any unauthorized use of any password, or any other breach of security, associated with your User Account. You also agree that Roth shall not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your user name and password information in combination to any third party without Roth’s express written permission.
- SITE CONTENT
“Site Content” means all content of the Site, and shall include, but shall not be limited to, items such as advertisements, audiovisual material, biographical material and information, collective works, compilations, data, designs, documents, drawings, files, graphs and charts, illustrations, images, interactive features, layout, links, logos, modules, music, performances, personal information, photographs, plans, products, promotional literature, references and reference material, scripts, sketches, software, supplier and customer information, sounds, text, technology, testimonials, trade dress, trade names, trade/ service/certification marks, and videos, including the assembly and arrangement of such items and all derivatives thereof.
Unless otherwise expressly stated on the Site, Roth does not endorse any products, services or other things appearing on the Site, and Roth does not warrant, and is not responsible for, the accuracy, timeliness, reliability, judgment, usefulness, errors or omissions in, or completeness of, any reviews, opinions, advice, statements, or other information that appear on the Site; nor is Roth responsible or liable for your reliance thereon, and you understand and agree that it is your independent responsibility to evaluate the same.
- LIMITED LICENSE TO USE THE SITE
Roth grants you access and use of the Site and the Site Content, on a non-exclusive, revocable (at Roth’s sole discretion), limited basis on the condition that your access and use is for your informational and personal use only (the “License”). Any permitted download or printing of Site Content is subject to your strict compliance with the terms and conditions of this Agreement, and any download shall be for temporary storage only.
Roth’s grant of the License is subject to the condition that you always link to the Site from a website that is not commercially competitive with the Site and that does not criticize or otherwise injure Roth. Roth does not necessarily endorse links from other sites and reserves the right to prohibit linking to the Site for any or no reason, in its discretion.
Through your use of the Site, you may obtain personal information, including email addresses, phone numbers and other personally identifiable information, from other users of the Site. The License does not grant you any right or permission to use such information for unsolicited commercial messages.
- PROHIBITED USES OF THE SITE
By accessing the Site, you agree not to:
- use, display, mirror or frame the Site, any individual element within the Site, the Roth name, trademark, logo or other proprietary information, or the layout or design of any page, without our express written consent;
- access, tamper with, or use non-public areas of the Site, our computer systems, or the technical delivery systems of our providers;
- attempt to probe, scan, or test the vulnerability of any Roth system or network, or breach any security or authentication measures;
- do anything that will in any way prevent or interfere in any manner with Roth’s full and exclusive enjoyment of the Site, Site Content, User Content or rights therein or Roth Rights;
- be a party to any contract or agreement that prevents you from fulfilling all your responsibilities and obligations concerning the Roth Rights, use of the Site, Site Content and User Content, or that impairs or may impair any of your responsibilities and obligations concerning such use;
- avoid, bypass, remove, deactivate, impair, or otherwise circumvent or tamper with, any technological measure implemented by Roth or any of our providers or any other third party (including another User) to protect the Site, Site Content, User Content, or Roth Rights;
- attempt to access or search the Site, User Content or Site Content, or scrape or download User Content or Site Content, or otherwise use, upload content to, or create new links, reposts, or referrals in the Site through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Roth or other generally available third-party web browsers;
- send, in any way that involves the Site, any unsolicited or unauthorized spam or spam comments on posts, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation;
- use any meta tags or other hidden text or metadata utilizing a Roth trademark, logo, URL, or product name without Roth’s express written consent;
- use the Site for any commercial purpose or for the benefit of any third party, or in any manner not permitted by the terms and conditions of this Agreement, except as otherwise explicitly permitted by Roth;
- use any information of Roth or of any user of the Site to forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;
- interfere with, or attempt to interfere with, the access of any user of the Site, or the operation of the Site host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
- collect or store any personally identifiable information from the Site of other users of the Site without their express permission;
- impersonate or misrepresent your affiliation with any person or entity;
- violate any applicable law or regulation; or
- encourage or enable any other individual to engage in any of the activities prohibited in this Agreement.
- HOW YOUR CONTENT MAY BE USED
Any information or content that you post or otherwise make available on the Site is referred to as “User Content” or “your Content”. You retain all rights in, and are solely responsible for, the User Content you post to the Site, subject to the grant of the License defined in this Agreement.
In connection with your Content, you agree that you will not post content on the Site that:
- creates a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details, or otherwise;
- violates or encourages any conduct that violates any laws or regulations;
- contains any information or content that Roth deems, in its sole discretion, to be hateful, violent, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities laws, or of another party’s trade secrets);
- infringes any third party’s Intellectual Property Rights, privacy rights, publicity rights, or other personal or proprietary rights;
- contains any information or content that you are prohibited from making available under any law or regulation, or under any contractual agreement or fiduciary relationship; or
- is fraudulent, false, misleading, or deceptive.
- USER CONTENT LICENSE
Roth does not claim ownership rights in User Content. You grant Roth a license solely to enable Roth to use any User Content that you supply to Roth, so that Roth is not violating any rights that you might have in such User Content (“Roth Rights”). You grant Roth a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the User Content, in any media now known or not currently known, with respect to your User Content. You agree to allow Roth to store or re-format your User Content on the Site and display your User Content on the Site in any way Roth chooses. Roth will only use personal information in accordance with Roth’s Privacy Policy.
The Roth Rights also include, but are not limited to, the following:
- Roth has a right, but not an obligation, to monitor your User Content and to post, maintain, accept, display, exploit, distribute, or otherwise make use of such User Content, as well as to return or make available or not return or not make available to you, and to maintain or not maintain, and to archive or not archive, all or any portion of such User Content;
- Roth may make your User Content available on the Site, and may allow other persons to access, post, upload, display, publish, distribute, transmit through broadcast, or to view, copy, download and or otherwise use, your User Content and third-party content without any obligation to contact you for permission, and without any remuneration or liability to you;
- User Content will not be considered or treated by Roth as confidential or secret, and may be accessible to and viewed by members of the general public and the trade, and you understand and agree that Roth, in its sole discretion, may refuse to include on the Site, and may remove all or any portion of, your User Content, and that Roth does not guarantee that any or all of your User Content will remain on or accessible through the Site;
- the Roth Rights include the right to display advertisements and other items in connection with your User Content for advertising and promotional purposes, and to authorize third persons to do the same and to exercise the Roth Rights in the same way and to the same extent that Roth may do so, and you understand and agree that your User Content may be included on websites owned by Roth and in advertising by Roth; and
- User Content may be used by Roth or persons authorized by Roth for any purposes desired by Roth or such persons authorized by Roth without any obligation of attribution to you or anyone else, and without any liability of Roth, or such persons authorized by Roth, whatsoever; provided that, with respect to User Content posted to the Site by a Site Vendor, the foregoing shall, unless such limitations interfere with or prevent use of such User Content by Site users, be subject to such Site Vendor expressly stating, and communicating to all intended users of such User Content, all limitations on the use of such User Content at least fifteen (15) days prior to making such User Content available on the Site.
- RE-POSTING CONTENT
By posting your User Content on the Site, you understand and agree that it is possible for other Site users to re-post or otherwise use your User Content. You agree to hold Roth harmless for any dispute concerning such use by other Site users.
- IDEA SUBMISSIONS
Unless stipulated otherwise by the terms and conditions of this Agreement, Roth considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (collectively, the “Material”) to be non-confidential and non-proprietary, and Roth shall not be liable for the disclosure or use of such Material. If, at Roth’s request, any user sends Material to improve the site (for example, through the Site’s forums or to customer support), Roth will also consider that Material to be non-confidential and non-proprietary, and Roth shall not be liable for the disclosure or use of any such Material. Any communication by you to Roth is subject to this Agreement. You hereby agree to grant to Roth, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in any API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
- PROPRIETARY RIGHTS
You agree that any User Content that you post does not and will not violate any third-party rights of any kind, including without limitation the any Intellectual Property Rights or rights of privacy. For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, rights in publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewal and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant that:
- you have written consent (a “Release”) from each and every identifiable natural person mentioned or referenced or portrayed in any way in such User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use;
- Roth may exercise the rights to your User Content granted under this Agreement without any liability for payment of any fees, residuals, payments or royalties;
- if you are or become aware that your Content includes any item for which you do not have an unrestricted right to grant a right covered by the Roth Rights without obligation or liability to any person, you agree to promptly provide Roth with detailed written notice thereof using the Roth contact information on the Site;
- it is your, and not Roth’s, responsibility to monitor and protect all Intellectual Property Rights and other rights that you or third parties may have in your User Content;
- you agree to provide a copy of each Release to Roth no later than five (5) business days from the date of Roth’s request, provided that, in the event that you have not yet obtained a Release requested by Roth, you agree to secure such a Release and to pay in full all applicable costs and fees therefor, and to provide a copy of such Release to Roth no later than thirty (30) days from the date of such request; and
- you agree to fully cooperate with Roth regarding any investigation of suspected or actual activity that violates any Intellectual Property Rights or other third-party rights of any kind.
This section shall survive the termination of your use of the Site and your relationship with Roth.
- THIRD-PARTY LINKS
There may be links at or in the Site to other websites maintained by third persons. Roth does not operate or control, in any respect, such linked websites or the content provided through them, or endorse or approve the content found there. Roth makes no representations as to the content, quality, suitability, functionality, or legality of any such links. Your use of such sites is subject to their policies and terms. You assume sole responsibility for your use of such links, and you agree and acknowledge that: (i) Roth is not responsible for any content posted on such sites, (ii) Roth is not liable to you for any loss or damage whatsoever that you may incur as a result of your contact with or use of such sites, and (iii) you waive any claim that you may have against Roth with respect to such sites.
- PROMOTIONS
In addition to the terms and conditions of this Agreement, any contests, sweepstakes or similar promotions (collectively, “Promotions”) made available through the Site may be governed by specific rules that are separate from these Terms. By participating in any such Promotion, you will be subject to those rules, which may vary from the terms and conditions set forth herein. We urge you to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review our Privacy Policy, which, in addition to the terms and conditions of this Agreement, governs any information that you submit in connection with such activities. To the extent that the terms and conditions of such rules conflict with the terms and conditions of this Agreement, the terms and conditions of such rules shall control.
By uploading content for Promotions, you understand that Roth and any third-party administrator of such Promotions, or anyone acting on behalf of Roth or its partners, respective licensees, successors and assigns will, where permitted by law and without any further notice, review or consent, have the right to print, publish, broadcast, distribute, and use, worldwide in any media now known or hereafter known, in perpetuity and throughout the World, your entry and related content, including, without limitation, your name, portrait, picture, voice, likeness, image, and statements about the Contest, and biographical information concerning you such as news, publicity or similar information, for trade, advertising, public relations and promotional purposes without any further compensation to you.
You represent and warrant that: (i) any entry or content that you upload for Promotions is your original work and does not include the work of any third party without the permission of such third party, and that such content will not infringe upon the rights of any third party or entity; and (ii) you have obtained all rights, licenses, permissions and consents necessary to submit such entry or content and to grant the other rights outlined in the rules.
You are always responsible for all federal, state, and local taxes (including income and withholding taxes) for which you are liable in connection with any Promotions, and all other costs associated with prize acceptance and use. You waive and release Roth from any and all liability that may result from the acceptance and use of any awarded prize.
- DISCLAIMER
ROTH, INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, PARENTS, PARTNERS, AGENTS, CONSULTANTS, SPONSORS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, SUCCESSORS, ASSIGNS, AND THEIR RELATED COMPANIES, (COLLECTIVELY, “ROTH PARTIES”) DISCLAIM AND MAKE NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, TRADE SECRETS, OR CONFIDENTIAL INFORMATION OF OTHER PERSONS, WARRANTIES FOR SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR ACCESSED THROUGH THE SITE, OR WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, AND ANY CLAIMED WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR CONCERNING THE ACCURACY, COMPLETENESS, CURRENCY, ERROR-FREE STATUS, RELIABILITY, SECURITY, USEFULNESS, OR TIMELINESS OF SITE CONTENT, OR THAT USE OF THE SITE WILL NOT BE INTERRUPTED, OR CONCERNING INFORMATION AND SERVICES PROVIDED THROUGH THE SITE, OR THAT DEFECTS OR ERRORS IN SOFTWARE WILL BE CORRECTED, OR THAT THE SITE, THE SITE CONTENT, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” WITHOUT A WARRANTY OF ANY KIND. THIS SECTION SHALL SURVIVE THE TERMINATION OF YOUR USE OF THE SITE AND YOUR RELATIONSHIP WITH ROTH.
- LIMITATION OF LIABILITY
IN NO EVENT, AND NOTWITHSTANDING THE FAILURE OF PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, SHALL ROTH OR ANY OF THE ROTH PARTIES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOST INCOME, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, LOST, DAMAGED OR INADVERTENTLY DISCLOSED DATA OR DOCUMENTATION, LOSS OF USE OF THE SITE OR ANY SOFTWARE, THE COST OF SUBSTITUTE SOFTWARE, THE COST OF RECOVERING SOFTWARE OR DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER THEORY, ARISING OUT OF, RELATING OR ATTRIBUTABLE TO, OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, ADVERTISING OF OR OFFERING OF PRODUCTS OR SERVICES THROUGH THE SITE, THE SITE CONTENT, USER CONTENT, YOUR ENGAGING OF OR ASSOCIATION WITH ANY THIRD PERSON ADVERTISING OR OFFERING PRODUCTS OR SERVICES THROUGH THE SITE, OR ANY SOFTWARE, EVEN IF FOREEABLE OR IF ROTH OR THE ROTH PARTIES HAS/HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR SITE CONTENT IS TO STOP USING THE SITE AND SITE CONTENT. THIS LIMITATION OF LIABILITY APPLIES TO CLAIMED DAMAGES ALLEGED TO HAVE BEEN INCURRED BY REASON OF INFORMATION, ADVICE, OR CONTENT POSTED BY A THIRD PERSON, OR CONDUCT OF A THIRD PERSON ON THE SITE, SERVICES OR PRODUCTS RECEIVED OR ADVERTISED IN CONNECTION WITH THE SITE, AND LINKS ON THE SITE. DESPITE ANYTHING TO THE CONTRARY IN THIS LIMITATION, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE ROTH PARTIES EXCEED THE GREATER OF THE TOTAL PAYMENTS, IF ANY, MADE IN CONNECTION WITH THE SITE BY YOU TO ROTH DURING THE CONTINUOUS SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT YOU NOTIFY ROTH OF A CLAIM, OR ONE HUNDRED DOLLARS ($100). NOTWITHSTANDING THE FOREGOING, (1) THE LIMITATION OF LIABILITY DESCRIBED IN THE PREVIOUS SENTENCE SHALL NOT APPLY TO DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE ROTH PARTIES; AND (2) BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE, THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR THE PRIVACY POLICY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. THIS SECTION SHALL SURVIVE THE TERMINATION OF YOUR USE OF THE SITE AND YOUR RELATIONSHIP WITH ROTH.
- INDEMNIFICATION
You hereby agree to indemnify, hold harmless and defend Roth and the Roth Parties (collectively “Indemnified Parties”), from any and all claims, demands, actions, causes of action, suits at law or in equity, liabilities, costs and expenses (including litigation costs and expert witness and attorney fees), loss, and damages (direct or consequential) of every kind or nature whatsoever directly or indirectly, arising out of or attributable to your access to or use of the Site or Site Content in any way whatsoever, as well as your User Content, content posted to the Site by any third person, any actual or alleged breach of any of your aforementioned covenants, representations, and warranties, and any breach or violation of this Agreement or the Privacy Policy by you, including your acts and omissions. You agree to fully cooperate with the terms of this provision at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party. This section shall survive the termination of your use of the Site and your relationship with Roth.
- CONSUMER PROTECTION NOTICE
Please note that if you are a consumer, the limitations in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of your state of residence.
If you are a New Jersey consumer, the terms of the sections titled “Disclaimer,” “Limitation of Liability,” “Release and Waiver,” and “Indemnification” do not limit or waive your rights under New Jersey law, and the limitations in this Agreement are intended to be only as broad and inclusive as is permitted by the laws of the state of New Jersey.
Subject to the foregoing, we reserve all rights, defenses and permissible limitations under the laws of the state of New Jersey and under the laws of your state of residence.
- EXPORT LAWS
Under no circumstances will any provision of the terms and conditions of this Agreement require you or any third party to do anything that violates any export, import, or other applicable law, regulation, or order of the United States, or of any state or local government. You agree that you will not download any software related to the Site, or ship, transfer, or export or re-export any such software to any country, or use any such software, in any manner prohibited by the United States Export Administration Regulations, by regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, or by any other export laws, restrictions, or regulations. This section shall survive the termination of your use of the Site and your relationship with Roth.
- NO CLASS ACTIONS/JURY TRIAL
TO THE EXTENT ALLOWED BY LAW, EACH OF YOU AND ROTH, WAIVE ANY RIGHT TO: (I) PURSUE DISPUTES ON A CLASSWIDE BASIS – THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING, ANYWHERE IN THE WORLD; AND (II) TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING, ANYWHERE IN THE WORLD. THIS SECTION SHALL SURVIVE THE TERMINATION OF YOUR USE OF THE SITE AND YOUR RELATIONSHIP WITH ROTH.
- EQUITABLE RELIEF
You acknowledge that a violation or attempted violation of any of the terms of this Agreement by you or your affiliates, partners, or agents will cause such damage to Roth as will be irreparable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Roth shall, in addition to any other remedies available at law or in equity, be entitled to specific performance or temporary, preliminary and permanent injunctive relief to enforce the terms and conditions of this Agreement without the necessity of proving inadequacy of legal remedies or irreparable harm, or posting bond, any such requirements to equitable and injunctive relief being hereby specifically waived. You agree that Roth shall be entitled as a matter of right to recover from you any and all costs and expenses sustained or incurred by Roth in obtaining any such equitable and injunctive relief, including, without limitation, reasonable attorneys’ fees. This section shall survive the termination of your use of the Site and your relationship with Roth.
- DISPUTE RESOLUTION
In the event of any dispute regarding the Site, Site Content, your User Content, a Release, the terms and conditions of this Agreement, or any other matter concerning the Site, you and Roth agree to first contact each other and provide a written description of the issues and proposed resolution. You may use the contact information provided herein for Roth, and Roth may contact you using information you provide and or have provided to Roth. Except for the right of Roth to bring suit to obtain equitable relief, any dispute arising under this Agreement shall be resolved through a mediation/arbitration approach. The Parties agree to select a mutually agreeable, neutral third person to help mediate any dispute that arises under this Agreement. If the Parties are unable to agree on a mediator, selection of a mediator shall use the same process described below regarding selection of a single arbitrator. If the mediation is unsuccessful, the Parties agree that the dispute shall be decided by binding arbitration using a single-member panel selected by the Parties under the rules of the American Arbitration Association (“AAA”) in Denver, Colorado, in accordance with the Commercial Arbitration Rules as supplemented by the AAA’s Supplementary Procedures for Consumer-Related Disputes. The Parties agree not to pursue arbitration on a class-wide basis and that any arbitration will be solely between the Parties (not brought on behalf of or together with another person’s claim). If, for any reason, a court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate does not apply and the dispute must be pursued in court. If the Parties are unable to agree on the arbitrator, then each Party shall choose one arbitrator, and the arbitrators so chosen shall jointly select a third arbitrator, who shall serve as the sole arbitrator for purposes of resolving the dispute. In all events, the arbitrator so selected shall have substantial experience in arbitrating commercial disputes, and in the area of law concerning the dispute. Such selection shall be final and binding upon the Parties. Each Party shall treat and have the arbitrator treat any information relating to or disclosed by any Party in connection with the arbitration as confidential business information. The arbitration shall be a confidential proceeding closed to the public. Discovery shall be permitted pursuant to the applicable arbitration rules. The length and scope of the arbitration hearing may not exceed three (3) days. In deciding any arbitration under this section, the arbitrator shall apply the substantive law of the state of Colorado, exclusive of its laws governing conflicts of law. However, matters relating to the enforceability of this section, to the procedures to be followed in carrying out any arbitration, and to any award granted under this section shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Arbitrable matters shall include: (i) matters concerning the scope, construction and enforcement of this section; and (ii) material matters that arise under or relate to this Agreement, including the applicability of the laws of the state of Colorado to any provision of this Agreement. The arbitrator’s award will consist of a written statement stating the disposition of each claim, and will provide a statement of the essential findings and conclusions on which the award is based. The arbitrator will be empowered to award money damages only and not punitive damages, and a ruling by the arbitrator is subject to appellate review of errors of law. Notwithstanding the foregoing, the decision of the arbitrator shall be final and binding on the Parties, and may be entered and enforced in any court of competent jurisdiction by either Party. Costs and fees associated with any mediation shall be shared equally by the Parties. The prevailing Party, as determined by the arbitrator, in any arbitration proceedings shall be awarded reasonable attorney fees, expert witness costs and expenses, and all other costs and expenses incurred directly or indirectly in connection with the proceedings, unless the arbitrator shall for good cause determine otherwise. This section shall survive the termination of your use of the Site and your relationship with Roth.
- GOVERNING LAW AND VENUE
The Terms, including your rights and obligations and those of Roth e and the Roth Parties, shall be governed and construed in accordance with the laws of the State of Colorado without regard to conflicts of law provisions or laws. The court and authorities of the State of Colorado and the Federal District Court for Colorado shall have sole and exclusive jurisdiction over all controversies, which may arise with respect to the Terms that are not subject to the dispute resolution provisions of the Terms, including enforcement of all rights herein. You hereby expressly waive any jurisdictional, venue, or inconvenient forum objections which you might be entitled by virtue of domicile or otherwise and further agree and consent to be subject to the jurisdiction of such courts and any order that may be issued by them in reference to the Terms. This section shall survive the termination of your use of the Site and your relationship with Roth.
- MISCELLANEOUS
This Agreement, together with the documents specifically described herein as containing terms to which you agree pursuant to this Agreement, contains the entire understanding of the Parties and supersedes and merges herein all prior agreements, representations, courses of conduct and dealing between the Parties concerning the subject matter hereof, and undertakings of the Parties, whether oral or written, concerning the subject matter herein contained and may not be altered, modified, amended, or waived, in whole or in part, in any way except by Roth. Should any provision of this Agreement be void or unenforceable, such provision shall be deemed omitted, and the remainder of this Agreement with such provision omitted shall remain in full force and effect. No waiver by Roth of a breach of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of any provision of this Agreement. The terms and conditions of this Agreement shall not be supplemented or modified by any course of dealing or usage of trade. You may not transfer or assign any of your, rights, responsibilities or obligations hereunder, in whole or in part, without Roth’s prior written consent. Any transfer or assignment without such written consent shall be null and void from the beginning and of no force or effect. Roth may assign any of its rights or obligations under this Agreement without your consent and without notice to you. This section shall survive the termination of your use of the Site and your relationship with Roth.
- COPYRIGHT
We respect the intellectual property rights of others and expect our Users to do the same. It is Roth’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the User Accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
In accordance with the Digital Millennium Copyright Act (the “DMCA”), if you are a copyright owner, or a person authorized to act on behalf of the copyright owner to assert infringement of the copyright, and you believe that a work subject to such copyright has been infringed by material appearing on the Site, you may send a written notice of claimed infringement to Roth that includes the following information:
(i) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works at the Site;
(ii) 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 Roth to locate the material;
(iii) information reasonably sufficient to permit Roth to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(iv) a statement that you have a good-faith belief that the alleged infringing use is not authorized by you as the copyright owner, or by your agent, or by law;
(v) a statement by you under penalty of perjury that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner’s behalf; and
(i) a physical or electronic signature of you, the copyright owner or a person authorized to act on behalf of the owner to assert infringement of the copyright and to submit the notice of claimed infringement.
Address a notice of claimed infringement to Roth’s designated agent:
Roth Corporation
742 S. Broadway
Denver, CO 80209
Roth will investigate such notices and take appropriate action under the DMCA. Inquiries that do not follow this procedure may not receive a response.
This section shall survive the termination of your use of the Site and your relationship with Roth.