Rollout IO - Service Terms and Conditions
By clicking the "Get Started" button, or otherwise accessing and using the Service, you acknowledge that the following service terms and conditions (the “Terms and Conditions”) constitute a binding legal agreement and shall be deemed incorporated by reference into each Service Order, if applicable, between you as a user and/or the customer identified under the Service Order (“Customer”) and: (1) if you are a resident of the United States of America – with Rollout.IO, INC, and (2) if you are a resident of any country outside the United States of America - with DeDoCo Ltd. (either shall be referred as “Rollout”).
The Terms and Conditions and the applicable Service Order shall be collectively known as the “Agreement”.
The Agreement shall apply to all Customers of the https://www.rollout.io (the "Site"). By accessing, browsing or otherwise using any part of the Site the Customer agree to be bound by the Agreement. Customer is requested to read the Agreement carefully and to save it. If Customer does not agree to all of the terms of the Agreement, Customer should leave the Site and discontinue use of the Services immediately.
“App Users” means the final users of the Customer App(s).
“Customer App(s)” means the Customer’s mobile application(s).
“Fees” means the Service fees payable by Customer to Rollout, as described in the Service Order, if applicable.
“Rollout Materials” means all materials created, developed and provided by Rollout to Customer in connection with or arising from the Service or the Agreement.
“Rollout Platform” means the hosted service made available through the Site that allows for performance monitoring and management to be performed for the Customer App(s) and the documentation therefor.
“Rollout Integration Code” means the Software (including without limitation code and scripts) downloadable by Customer from the Site that is configured by Customer and included in the Customer App(s) to enable data to be transmitted from the Customer App(s) to the Rollout Platform and the documentation therefor.
“Service” means the Rollout Platform and the Integration Code.
“Service Order” means the physical, electronic or online Rollout order form, as and if applicable, which is accepted by Rollout and further describes the Service purchased by Customer.
2. Access to Service
Subject to your compliance with the Agreement (including payment of the applicable Fees, as defined in Section 5.1) Rollout hereby grants the Customer, during the Term (defined in Section 6.1):
2.1 non-transferable, non-exclusive right to access and use the Rollout Platform internally for the sole purpose of performance monitoring and management of the Customer App(s). Customer is responsible for obtaining and configuring all required computer hardware, software and telecommunications services to access the Rollout Platform.
2.2 the non-transferable, non-exclusive right:
(a) to install and use the Rollout Integration Code internally for the sole purpose of using the Rollout Integration Code to provide data from the Customer App(s) to the Rollout Platform; and
(b) to use, reproduce and distribute the Rollout Integration Code solely as embedded within the Customer App(s) for the purpose of providing data from the Customer App(s) to the Rollout Platform.
2.3 Access and use Restrictions. Customer shall have no rights with respect to the Service or the Rollout Materials except as expressly provided in the Agreement. Without limiting the generality of the foregoing, except as expressly provided in the Agreement, Customer may not (a) copy, distribute, rent, sell, lease, lend, or transfer the Service or the Rollout Materials; (b) make the Service or Rollout Materials available to any third party; (c) use the Service or the Rollout Materials on a service bureau basis; (d) to the extent valid under applicable law, decompile, reverse engineer, or disassemble the Service or the Rollout Materials; (e) alter or modify the Rollout Integration Code other than as may be reasonably necessary to use the Service for its intended purposes; (f) create derivative works based on the Service or Rollout Materials; or (g) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Service or the Rollout Materials or during the use and operation of the Service or the Rollout Materials.
3.1 Data Rights. In connection with the operation of the Service, Rollout collects data regarding Customer’s use of the Service (such data, “Customer Data”) and App Users’ use of the Customer App(s) (such data, “App User Data”). Customer grants Rollout (and its third party vendor’s subject to confidentiality obligations) the right to use, reproduce and distribute the Customer Data and App User Data in connection with Customer’s use of the Service. Customer further grants Rollout the right to use, reproduce and distribute Customer Data and App User Data when it is aggregated with other information and not specifically identifiable to Customer or any App User solely for the purpose of publishing industry reports on various metrics of interest (e.g. crash % rate between iOS and Android and latency issues with particular carriers).
3.2 Data Limitations. Customer must not transfer to Rollout, and must not modify, configure or use the Rollout Integration Code or any other aspect of the Service to track, collect, or to cause to be collected by or transferred to Rollout, any App User Data that is personally identifiable information, financial information, health information, medical information, pharmaceutical information, or other sensitive information (for example, Social Security Numbers), or that is used to target advertising to individual devices or App Users. Customer shall be solely responsible for ensuring that the Customer App(s) and Customer’s use of the Service, including without limitation Customer’s provision of App User Data to Rollout through the Rollout Integration Code and any other provision of App User Data to Rollout by Customer or on Customer’s behalf, comply with all applicable laws, rules, and regulations. Customer shall obtain and maintain all rights required to permit the transfer of App User Data to Rollout as contemplated by the Agreement, and to allow Rollout to use the App User Data pursuant to the Agreement. Customer is solely responsible for the Customer App(s), including without limitation all features, data, content and other materials included in, made available in or transmitted from the Customer App(s).
3.3 If Customer chooses to access and use the Service, then Customer acknowledges that the Customer Data and App User Data collected by Rollout for storage and processing may be transferred to jurisdictions that offer lesser protection of Data than that provided in Customer jurisdiction.
4.1 Account Registration. In order to use the Service, Customer will have to register for a Rollout account on the Site. Customer agrees that the information Customer provides to Rollout upon registration and, at all other times, will be true, accurate, current, and complete. Customer also agrees that Customer will ensure that this information is kept accurate and up-to-date at all times.
4.2 Authorized Accounts. Customer may create Rollout accounts with unique log-in credentials for designated users to access and use the Service on Customer’s behalf. Customer is solely responsible at all times for (a) ensuring that all of Customer’s accounts are used solely in accordance with the Agreement, (b) maintaining the confidentiality of all log-in credentials for Customer’s accounts, and (c) for the activities of any person accessing the Rollout Platform using any of Customer’s accounts.
5. Fees; Payment
5.1 Fees. Customer agrees to pay Rollout all Fees due with respect to Customer’s use of the Service as specified in the Service Order, if applicable. If no Fees is set forth in the Service Order or if service order is not applicable, the Customer agrees to pay the Fees indicated at Plans and Pricing tab in the Site. All Fees are payable in the currency specified in the Service Order or the Site, as applicable. Customer will be subject to paying any and all withholding, sales, value added or other taxes, duties or charges applicable to the Agreement, other than taxes based on Rollout’s net income. All Fees are non-refundable except as otherwise provided herein.
6. Term; Termination
6.1 Term. The “Term” of the Agreement is set forth in the Service Order as a Monthly Term or as a Yearly Term. The Monthly/ Yearly Term of the Agreement shall commence on the Service Order Effective Date and continue for a period as follows:
(1) one (1) month thereafter ("Monthly Term"), the Monthly Term shall be extended automatically for additional periods of one (1) month each unless provided, by each party to the other party, a written termination notice at least 10 days prior to the end of each Monthly Term; or
(2) twelve (12) months thereafter ("Yearly Term"), the Yearly Term shall be extended automatically for additional periods of twelve (12) months each unless provided, by each party to the other party, a written termination notice at least 30 days prior to the end of each Yearly Term.
6.2 Termination for Cause. Either party may terminate the Agreement effective on written notice if the other party is in material breach of any obligation, representation or warranty hereunder and fails to cure such material breach (if capable of cure) within 30 days after receiving written notice of the breach from the non-breaching party.
6.3 Effect of Termination. Sections 1, 3, 5, 6.3 and 7 through 11 of the Terms and Conditions shall survive expiration or termination of the Agreement. Upon termination or expiration of the Agreement for any reason, all rights granted herein to Customer shall terminate and Customer shall immediately discontinue all use of the Service, and at Rollout’s request, return or destroy all Rollout Materials, and certify such return or destruction in writing. Additionally, upon termination or expiration of the Agreement, Customer will lose all access to the Service and to any data that we may be storing on its behalf. It is Customer's responsibility to download any data prior to canceling the Customer account or any termination of the Agreement.
7. Warranty & Disclaimer
7.2 Disclaimer. The service is provided “as is” and "as available" basis, and without warranties of any kind wither expressed or implied. Rollout hereby disclaim all warranties of any kind, express or implied, with respect to the subject matter of the agreement, and the Customer expressly disclaims any implied warranties of merchantability and fitness for a particular purpose, non-infringement, and any implied warranties arising from course of dealing or performance. Customer agrees that Customer’s use of the service and Rollout materials (including without limitation any results) is at Customer’s sole risk. Rollout and its licensors do not warrant that the service or Rollout Materials will be uninterrupted or error-free or that defects will be corrected. You agree that we will not be held responsible for any consequences that may result from technical problems including without limitation in connection with the internet (such as slow connections, traffic congestion or overload of our or other servers) or any telecommunications or internet providers. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
8.1 Indemnification. Customer agree to indemnify and hold harmless Rollout, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of Customer use of the Service, including but not limited to your violation of the Agreement.
9. Limitation of Liability
9.1 In no event will Rollout, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by Customer to Rollout under this agreement during the twelve (12) month period prior to the cause of action. Rollout shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
10.1 Confidential Information. “Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally or by inspection or observation, is identified as being proprietary and/or confidential at the time of disclosure and is confirmed as such in writing within 15 days of the disclosure. In the case of Rollout, Confidential Information includes all information with respect to the Fees, including without limitation the amounts of the Fees and the payment terms. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of the Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.
10.2 Use and Disclosure Restrictions. Each party shall not use the other party’s Confidential Information except as necessary to exercise its rights or perform its obligations under the Agreement or as specifically permitted under the Agreement. Except as otherwise permitted expressly by the Agreement, each party shall not disclose the other party’s Confidential Information to any third party except to those of its employees, and contractors that need to know such Confidential Information for the purposes of the Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other party in its possession or control, but in no event less than the efforts that party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement or (ii) on an as-needed, confidential basis to its legal or financial advisors. In addition, each party may disclose the provisions of the Agreement: (a) as required under applicable securities regulations and (b) on a confidential basis to current or prospective investors or acquirers of such party.
11.1 Relationship of the Parties. The parties are independent contractors with respect to each other and neither is an employee, agent, partner of the other. No joint venture is created by way of the Agreement.
11.2 Assignment. Customer may not assign the Agreement without the Rollout's prior written consent Rollout may freely assign the Agreement or any portion thereof.
11.3 Force Majeure. Neither party will be responsible for any failure or delay in its performance under the Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
11.4 Notices. All notices under the Agreement shall be given in writing and sent by registered mail, internationally recognized carrier, or email, or shall be delivered by hand to following addresses:
33 Rothschild st. Tel Aviv, 6688302, Israel
Attn: CEO firstname.lastname@example.org
Via information provided in the Service Order
All notices shall be presumed to have been received when they are hand delivered, or five business days of their mailing, or on the business day following the day of a successful email.
11.5 Waiver. A waiver of any provision of the Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of the Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.
11.6 Severability; Counterparts. If any provision, or portion thereof, of the Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of the Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.
11.7 Governing Law; Jurisdiction. The Agreement shall be governed, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of laws principles. Any dispute arising from this Agreement shall be heard in a court of competent jurisdiction in Tel Aviv, Israel, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Rollout reserves the right to seek injunctive relief in any court of competent jurisdiction.
11.8 Entire Agreement. The Agreement, including any Service Order, constitutes the complete, final and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. Any amendments to the Agreement shall only be valid if in writing and signed by each party. Nothing contained in any Customer purchase order, order acceptance form or other similar document shall in any way modify the Agreement or add any additional provisions to the Agreement.
11.9 Modifications. Rollout will update the Agreement from time to time in its sole discretion. Customer must, therefore, review the Agreement each time it is presented to him for acceptance and confirm that he agree to the revised terms before he will be allowed to use the Site.
Last updated: January 2017